Terms and conditions

1.1 These General Sales Conditions ("GSC") apply to the sale of all goods, products, instruments, diagnostic tests and to all services (collectively "Products") offered or provided by BIOSYNEX SA or any subsidiary / affiliate of BIOSYNEX’s group ("BIOSYNEX") to any professional buyer (and in particular pharmacies, drugstores, mass distribution, laboratories, hospitals, retirement homes, etc) ("Buyer") and, more generally, to all commercial relations between BIOSYNEX and the Buyer, despite any clause to the contrary in the general terms and conditions of the Buyer's purchase. BIOSYNEX sales are, therefore, exclusively subject to these GSC which prevail over any general purchasing conditions or commercial documents of the Buyer, unless derogation and express formal acceptance on the part of BIOSYNEX. The purchase of the goods from BIOSYNEX implies full and unreserved acceptance of these terms and conditions by the Buyer.
1.2 “OTC Buyers” are pharmacies, drugstores and mass retailers.
“Professional Buyers” are mainly hospitals, clinics, hospitals, laboratories, retirement homes.
1.3 Unless expressly written agreement from BIOSYNEX, no change made by the Buyer to these GSC shall bind BIOSYNEX, whether they are indicated in the Buyer's order form or in any other document issued by the Buyer.
1.4 The non-exercise of all or part of any of its rights by BIOSYNEX does not in any way constitute a waiver or waiver of this right.
1.5 If it appears that certain provisions of these GSC are void, inapplicable or contrary to law in whole or in part, or cannot be applied for any reason whatsoever, the other provisions of these GSC will remain unchanged and will continue to apply to the parties.

2.1 No order shall be binding unless expressly accepted by BIOSYNEX. BIOSYNEX shall confirm the order by sending an “Order Confirmation” to the Buyer or in any other form. Only orders sent to the Sales Administration department of BIOSYNEX in written form (email, fax or mail) or EDI may be accepted by BIOSYNEX. Orders must mention the customer account number, billing address, product reference, name, price, quantity, shipping address and the delivery date.
2.2 The minimum amount of a purchase order is 1,000 € (one thousand euros) excluding the transportation costs.
2.3 The orders shall be placed by multiples.
2.4 BIOSYNEX reserves the right not to accept or suspend an order if it judges that the Buyer's situation poses a risk for the recovery of BIOSYNEX's claims or in the event of Product unavailability.
2.5 The specific provisions of an Order Confirmation, a written agreement between the Buyer and BIOSYNEX on specific clauses, or any other specific conditions, which may be in conflict with these GSC, shall prevail over the provisions of the corresponding GSC.
2.6 In the absence of a written clause, any BIOSYNEX documentation, catalogues, price lists and quotes are sent for information only and should not be considered as contractual in any case. In the absence of an Order Confirmation signed by BIOSYNEX, BIOSYNEX’s offers have no contractual value.

3.1 In the absence of a different specific provision, the transfer of risks linked to the Product (risks of loss and deterioration of the goods sold as well as damage, which they could cause) will take place at the BIOSYNEX factory, before loading (“Delivery"). Consequently, it is the responsibility of the Buyer, unless otherwise stipulated, to assume in particular (i) the costs and risks of transporting the goods sold and (ii) the costs of delivery and removal.
3.2 Unless BIOSYNEX agrees or indicates otherwise, the incoterm for all of the orders shall be “Ex-Works” (Incoterms 2020). The risks will be transferred to the Buyer in accordance with the provisions of the applicable Incoterm.
3.3 If the Buyer does not take delivery of the Product by the agreed date, BIOSYNEX may store it at the Buyer's risk and expense and, after notification of its availability, invoice it as having been delivered. Any storage period exceeding a period of 14 (forteen) days will be invoiced separately by BIOSYNEX to the Buyer.
3.4 The Buyer will have exclusive responsibility and bear all risks and costs in connection with loading, unloading, correct handling and adequate storage of the Product upon Delivery. In addition, the Buyer agrees to (i) take out general liability insurance, at his own expense, including coverage for damage and / or theft of all or part of the Product upon Delivery.

4.1 The delivery shall be borne by the Buyer and the transportation costs will be included in the Proforma Invoice. Furthermore, all the documents will be provided to the carrier and to the customs of the destination of the goods.
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4.2 If BIOSYNEX expressly agrees and the delivery is borne by BIOSYNEX, the Buyer must provide it with sufficient appropriate information in advance to enable it to take the measures necessary for transport and dispatch. If BIOSYNEX does not receive this information as it should, BIOSYNEX may then, at its discretion and without prejudice to any other remedy, delay the dispatch date.
4.3 BIOSYNEX delivery dates and times are given for information only and do not bind BIOSYNEX. Delays in delivery will not entitle the Buyer to penalties or damages due to such delays. If the delivery is the responsibility of BIOSYNEX, and that it is delayed for a reason beyond the control of BIOSYNEX, it will be deemed to have been made on the agreed date. However, the Buyer may put BIOSYNEX on notice to deliver within a reasonable time.
4.4 Warehouse deliveries are possible only according to the time slots of our default carrier (slots are supplied at the request of the warehouses). BIOSYNEX does not accept any penalties for refusal by the Buyer of the slot previously offered by BIOSYNEX.
4.5 Reagents and consumables: Reagents on stock are delivered as soon as possible; a reagent ordered before 11:30 a.m. from Monday to Friday, can be delivered the next day for all orders received by email, fax or mail (excluding EDI). In the event of temporary unavailability, information will be communicated within 72 (seventy-two) hours. Shipping of the balance of the order will be made upon availability. Some products shall be transported under special conditions provided by the Instruction for Use.
4.6 Systems: The systems will be delivered within a provisional period of 6 (six) weeks after notification of the acceptance of the duly signed order form. In the event of financing by a financial company, the date selected will be that of the reception by BIOSYNEX of the financing agreement of said company. The installation and installation will be carried out on the Buyer's premises. Following the installation, the parties will sign the corresponding system installation report which confirms the acceptance of the system by the Buyer. As part of the sale of connected automata, the device connection services must be ordered directly from the engineering and IT service company (SSII), chosen by the Buyer. BIOSYNEX cannot be held responsible for the delay in setting up the connection services provided by the IT services company.
4.7 Training: Depending on the system and the specific conditions mentioned in the sales contract, a training session can be organized. The procedures for carrying out this session and, in particular, the date, place, duration and number of participants for the Buyer will be jointly defined between the parties when the order or contract governed by these is established.

5.1 BIOSYNEX retains ownership of the Products sold until actual payment of the full price in principal and accessories. The part of the price already paid remains with BIOSYNEX as consideration for the enjoyment of the Product.
5.2 As long as the Buyer is not in default and provided that he/she reserves his/her property rights, the Buyer is exclusively authorized to resell the Product in the ordinary course of his business. Failure to pay by any deadline by the Buyer may result in the claim of the Products concerned by BIOSYNEX.
5.3 Any clause contrary to this retention of title clause cannot be invoked against BIOSYNEX.

6.1 Price: Unless otherwise specified prices quoted are deemed “Ex-Works” (Incoterms 2020) (value added tax and other taxes excluded), net of transport costs to the agreed upon destination, which are at the Buyer’s charge. BIOSYNEX reserves the right to revise its price list time to time with prior notice to the Buyer. Unless otherwise specified in the notice, the new prices become applicable to all orders invoiced from the date on which the new prices become effective. The prices of the systems, reagents, consumables and accessories are those of the tariff in force on the day of shipment, except for specific conditions mentioned in the sales contract. Otherwise, the price amount is specified in the special conditions agreed between the parties.
6.2 Invoices: Invoices will be sent in paper or paperless format. Reagents, consumables and accessories are invoiced on the date of shipment, as well as standard equipment that can be implemented directly by the Buyer. Systems requiring the intervention of BIOSYNEX staff and / or its subcontractor for their operation are billed on the delivery date. The absence of dispute with BIOSYNEX of the invoices by the Buyer within 30 days from the date of issue, implies complete and final acceptance of the content of the said invoices.
6.3 Payments: Unless BIOSYNEX agrees or indicates otherwise, Buyer shall proceed with payment before delivery of goods. In the event that Buyer does not make pre-payment of the goods, Buyer shall make the payment within 30 (thirty) days of invoice date by bank transfer.
6.4 Legal proceedings: In the event of legal proceedings from the Buyer, BIOSYNEX is then not bound by the above-mentioned payment period and payment must be made in cash before the Product is dispatched.
6.5 Penalties for late payment: Late payment penalties will be automatically applied by BIOSYNEX in the event of the payment deadline between the parties being exceeded. These penalties will be due from the day following the due date. They constitute claims as of right. The penalties run by themselves without any action or recall being necessary. The annual interest rate for late payment penalties is equal to the annual interest rate applied, when the delay is noted, by the European Central Bank increased by 7 percentage points. Even in the event of contrary provisions, this rate may not be less than 3 times the legal interest rate. Finally, a lump sum compensation for recovery costs, in the
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amount of 40 € (forty euros), will be due, as of right and without prior notification, in the event of late payment. BIOSYNEX reserves the right to request additional compensation from the Buyer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.
6.6 Failure to pay: Without prejudice to the foregoing, in the event of default by the Buyer on a single due date, non-compliance with the terms of payment, or in the event that BIOSYNEX judges that the financial situation of the Buyer would present a risk for the recovery of his debts, BIOSYNEX reserves the right to:

6.7 Compensation: BIOSYNEX will have the right to compensate the debts of the Buyer and / or to charge its payments to unpaid invoices plus any interest and accumulated late fees relating thereto, in the following order: costs, interest and amount bills.
6.8 The Buyer may not delay any of the payments due or make any compensation, even in the event of a dispute with BIOSYNEX. If he/she is in a situation of late payment, the Buyer cannot take any measure (neither sale nor transformation) likely to modify the Product.

7.1 The Products sold by BIOSYNEX are only guaranteed against defects arising from a defect in material, manufacture or design. BIOSYNEX gives no other warranty, express or implied, as to the market value of the Product, its fitness for use, any future or other use.
7.2 Any technical advice given by BIOSYNEX, before and / or during the use of the Product, verbally or in writing, is given in good faith but without any guarantee from BIOSYNEX. BIOSYNEX advice will not release the Buyer from its obligation to test the Product supplied by BIOSYNEX in order to verify that it is suitable for processing and / or for the intended use. The use and transformation of the Product by the Buyer are undertaken at the exclusive risk of the Buyer.
7.3 Throughout the warranty period, BIOSYNEX undertakes to provide free maintenance or have it maintained on its behalf by a specialized maintenance company, under the maintenance conditions mentioned in the sales contract. In any event, the Buyer is required to comply with the conditions of practice applicable to him, and in particular those of medical biology as defined in the Public Health Code.
7.4 Specific guarantee on reagents: BIOSYNEX reagents are intended for in vitro diagnostic use. Their compliance with the specifications indicated in the technical sheets is guaranteed until the expiration date.
7.5 Specific warranty on the Systems: The systems are guaranteed under the conditions mentioned above 12 (twelve) months from the date of signature by the Buyer of the Installation Minutes.
7.6 BIOSYNEX GUARANTEE DOES NOT APPLY TO A PRODUCT WHICH HAS BEEN MODIFIED, HANDLED OR USED IN A MANNER WHICH DOES NOT COMPLY WITH BIOSYNEX’S INSTRUCTIONS FOR USE.

8.1 Upon delivery, the Buyer must carry out a full verification of the condition of the Product, packaging, compliance and the quantities delivered. The Buyer must inform BIOSYNEX, by fax or e-mail, of the existence of any missing, damaged or non-compliant Product within 7 (seven) days of delivery or pickup depending on granted Incoterm. The Product will be automatically deemed accepted if the Buyer does not make any written complaint concerning said Product within 7 days of its Delivery and in any case before the Product undergoes any transformation. No claim will be admissible by BIOSYNEX with regard to any defects, non-conformity, insufficiencies, missing quantity, that a normal verification should have revealed, in the event that said verification was not carried out or was carried out improperly. The guarantee of exchange and right of return is valid only for any Product not in conformity with the order which will be the subject of a complaint and which will be returned in original packaging accompanied by the invoice number, the order date, and the reason for the return.
8.2 The Buyer must also carry out the checks and procedures relating to transport. All reservations must be made to the carrier - solely responsible for delivery - on the delivery slip, then confirmed by LRAR within 48 (forty-eight) hours.
8.3 Any logistical complaint is transmitted to the BIOSYNEX Sales Administration service and any technical complaint to the Technical Service, within 30 (thirty) days of receipt of the Products. No product return is allowed without the prior agreement of BIOSYNEX, which may, in its sole discretion, decide to replace them.
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8.4 Once delivery

9.1 If the Buyer is a professional in medical biology, he/she will take all measures to ensure that the systems, reagents and software sold by BIOSYNEX are used in compliance with the legal requirements and standards, which apply to him, in particular in installation of systems and execution of analyses. As a person skilled in the art, he/she will not only use the systems in strict compliance with the BIOSYNEX recommendations but will also remain solely responsible for any interpretation and any use of the results provided.
9.2 BIOSYNEX will not be liable for damage caused by the Product to products or goods, which could be used by the Buyer and / or by its own customers.
9.3 The Buyer cannot invoke the responsibility of BIOSYNEX concerning compensation for direct and / or indirect damage, which will be caused by the transport, storage or use of the Product contrary to the specifications or safety data sheets concerning the Product. Consequently, the Buyer waives all rights and actions against BIOSYNEX and its insurers in this respect and undertakes to obtain such a waiver from its own insurers.
9.4 The Buyer guarantees BIOSYNEX against any action by third parties concerning the consequences of improper use of the Products. The Buyer must therefore compensate BIOSYNEX for all damages, prejudices, legal costs, requests, requests resulting from a breach of this contract by the Buyer or from any non-compliance with the declarations made by the Buyer, including following complaints from end users.
9.5 Hidden defects must be notified in writing to BIOSYNEX as soon as they are discovered, but in any case not more than 6 (six) months after delivery (the Buyer having the obligation to carry out a full and exhaustive verification of the Product during this time limit).
9.6 In any event, the Buyer must limit any potential or existing damage as much as possible. The Buyer is not authorized to delay the payment of outstanding invoices due to the non-conformity of the Product, whether this non-conformity is alleged or proven.
9.7 If BIOSYNEX recognizes that the Product is defective, it will then be exclusively obliged, at its sole discretion, either (i) to replace or reimburse the defective Product, or (ii) if the price has not yet been paid by the Buyer, to reduce the price or cancel said contract, or (iii) if the price has already been paid by the Buyer, to reimburse the amount of the price to the Buyer.
9.8 In no case BIOSYNEX shall not take stock of expired Product(s).
9.8 BIOSYNEX'S LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM ANY CAUSE CANNOT, IN ANY CASE, EXCEED THE SALE PRICE OF THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM. FURTHER, IN NO EVENT SHALL BIOSYNEX BE HELD RESPONSIBLE FOR LOSS OF PRODUCTION, OPERATION, EXPENSES, LOSS OF REVENUE AND / OR ANY OTHER LOSS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY SUFFERED BY THE BUYER OR BY ANY OTHER PERSON. THEREFORE, THE BUYER WAIVES ALL REMEDIES AGAINST BIOSYNEX AND ITS INSURERS AS SUCH AND UNDERTAKES TO OBTAIN SUCH DISCLAIMER FROM ITS OWN INSURERS.

10.1 Some Products sold by BIOSYNEX have technical specificities, which require compliance with traceability rules. Consequently, BIOSYNEX reserves the right to sell certain Products exclusively to professionals authorized to provide biological analysis results. The Buyer undertakes to comply with all the traceability rules, which apply to the products which he orders or uses. BIOSYNEX cannot be held responsible for non-compliance with these rules beyond the place of delivery indicated when ordering by the Buyer.

11.1 All information provided by BIOSYNEX to the Buyer concerning its concepts, ideas, strategies, procedures, procedures, specifications, documents, calculations, and all objects, samples, specimens of BIOSYNEX including its know-how, its intellectual property, and all elements of information, documents and databases (the "Information") must be treated as strictly confidential information by the Buyer and must not be communicated to any third party by the Buyer without the prior written consent of BIOSYNEX. However, this does not apply to information clearly intended for the public.
11.2 The Buyer shall sign a Non-Disclosure Agreement (NDA), which will remain in force for the duration of at least 7 (seven) years following the date of disclosure of the information to the Buyer.
11.3 The Buyer agrees to respect the Information and all Intellectual Property Rights of BIOSYNEX.
11.4 Unless otherwise agreed, BIOSYNEX will retain ownership of all Information that may be used in connection with the Product. The Buyer undertakes to return the above-mentioned items to BIOSYNEX as soon as possible upon written request from BIOSYNEX.
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11.5 The property rights and copyrights on all plans, drawings, samples, brands, logos, and other documents delivered or communicated to the Buyer by BIOSYNEX also remain the exclusive property of BIOSYNEX, and unless otherwise agreed, the Buyer is prohibited affix its trade names or brands. Such confidential information will at no time be communicated to third parties without the prior written consent of BIOSYNEX.
11.6 In the event that the Product is modified, transformed, incorporated or integrated by BIOSYNEX according to processes, plans, specifications, drawings and / or instructions of the Buyer, and where the rights of a third party (in particular the rights resulting from patents or other protective rights) are infringed by these modifications, transformations, incorporations or integrations of the Product, the Buyer must indemnify BIOSYNEX against any recourse by such a third party.

12.1 In the event of one of the parties failing to fulfil their obligations resulting from a provision of a contract or an Order Confirmation, except for the exception referred to in article 4.2 on late delivery, the other party will be authorized, by written notification to the Buyer, and without prejudice to any other remedy, to terminate all or part of the contract or order concerned without any liability, ipso jure after formal notice to perform, not followed up within 15 (fifteen) days of the formal notice. Termination will then take place, without prejudice to damages, which may be claimed from the defaulting party.
12.2 BIOSYNEX will have the right to terminate any contract or order with immediate effect without any responsibility on its part if it has good reason to believe that the Buyer will in the near future be unable to satisfy normally all of its obligations.

13.1 Buyer's data: The Buyer is informed that the collection of some of his personal data is necessary for the proper execution of commercial relations with BIOSYNEX. This data is collected by BIOSYNEX only in the context of their commercial relations, for the purposes of the proper execution of orders. They are reserved for the exclusive use of BIOSYNEX, and if necessary of its subcontractors or suppliers. In the event of contentious proceedings, they may be brought to the attention of the judicial institution and of the parties concerned. The data controller within BIOSYNEX can be reached at the email address supportweb@biosynex.com or by post at the address of the BIOSYNEX head office.
Unless the Buyer gives his express agreement, his personal data will not be used by BIOSYNEX for purposes other than those referred to in this clause. BIOSYNEX will keep the personal data collected for a maximum period of 5 (five) years from the end of the business relationship.
The Buyer has a right of access, rectification, erasure, limitation and opposition to the processing and the right to the portability of his personal data collected by BIOSYNEX. This right, as long as it does not oppose the purpose of the processing, can be exercised by sending a request by post or e-mail to the data controller whose contact details are given herein. The response time is a maximum of one month. The refusal must be reasoned and in the event of refusal, the Buyer can seize the CNIL (3 place de Fontenoy, 75334 PARIS) or seize a judicial authority.
13.2 BIOSYNEX’s data: In the event that the Buyer has direct or indirect access to BIOSYNEX personal data, or collects BIOSYNEX personal data, the Buyer undertakes to comply with all the provisions of the "GDPR" (European Regulation n ° 2016/679 known as General Regulation on the Protection of Personal Data), and undertakes in particular to:

14.1 It is agreed that BIOSYNEX will ensure the removal and treatment of waste from systems identified and marked as electrical and electronic equipment.
14.2 The obligations of the Buyer (in particular with regard to decontamination such as securing equipment before removal, erasure of patient data, etc.) to which the Buyer must imperatively comply, are defined in the "User Guide" of the affected system. The conditions of provision of the systems, as well as the prices associated with these services will be communicated to the Buyer on request. It is recalled that the Buyer, as custodian of the equipment, will be responsible for the integrity of the system and its provision for the benefit of BIOSYNEX. Any costs incurred or damage suffered due to the negligence of the Buyer and / or any breach of its obligations referred to above will give rise to compensation for the benefit of BIOSYNEX.
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14.3 The Buyer expressly agrees that in the event of the resale by him of material supplied by BIOSYNEX and / or any transfer of custody in any way whatsoever, within the framework of a loan or rental to free or expensive title, of a donation, or any other modality, on the national territory or on any other territory, then BIOSYNEX will be freed de facto and without other condition of its obligation of financing and organization of the elimination said waste within the meaning of the decree. BIOSYNEX undertakes to communicate all necessary information on the equipment concerned.
14.4 The Buyer will be fully responsible for good documentary, technical and administrative management. He will be guarantor with respect to BIOSYNEX and will hold BIOSYNEX free from any harmful consequence, costs, and actions of third parties including the authorities concerned in the event of poor performance of this obligation.

15.1 The Buyer agrees not to assign, transmit, in any way whatsoever to a third party competing with BIOSYNEX, all or part of its rights and obligations arising from an order or from an agreement or contract with BIOSYNEX. In the event that the Buyer is subject to a change of control or a restructuring operation (except internal to the group), the order will only continue to apply with the prior and express consent of BIOSYNEX. The Buyer already accepts that BIOSYNEX may transfer the order or be subject to a change of control for the benefit of a third party.

16.1 BIOSYNEX shall not be responsible or liable for the non-performance of any of its obligations in the event of force majeure, as defined by law and case law.
16.2 BIOSYNEX is released from the obligation to deliver, for all fortuitous events and force majeure. Are considered as fortuitous events, total or partial strikes, bad weather, floods and fires, in fine, etc., and as a case of force majeure any external, unforeseeable event beyond the control of BIOSYNEX.

17.1 The GSC can be modified and / or revised time to time. In the event of modification of the GSC by BIOSYNEX, the GSC transmitted or communicated to the Buyer or accepted by him / her on the date of the Order will exclusively govern the contractual relations between BIOSYNEX and the Buyer. The Buyer shall confirm to be aware of the GSC.

18.1 The Products can only be returned with the prior written consent of BIOSYNEX.

19.1 These GSC and any contract between BIOSYNEX and the Buyer are exclusively subject to the French law.
19.2 Any litigation relating to the sale of Products or the provision of services by BIOSYNEX to the Buyer or concerning the commercial relations between the parties, even in the event of a warranty claim or multiple defendants, will be the exclusive jurisdiction of the Courts of Strasbourg (Bas-Rhin - France).

Monday to Thursday : 8:00-12:00 / 13:00-17:00
Friday : 8:00-12:00 / 13:00-16:30

21.1 As a manufacturer and seller of Medical Devices, In Vitro Medical Devices, Cosmetics, and other products intended for individuals, in accordance with Article L541-10-2 of the Environment Code, BIOSYNEX is subject to the Extended Responsibility from the Manufacturer. In order to provide and contribute to the management of waste resulting from its activity, BIOSYNEX has chosen eco-organizations approved by the State in the REP sectors. Through its membership of eco-organizations, BIOSYNEX participates in the collective effort and statistics for the collection and treatment of waste in France, for which the Member State is responsible vis-à-vis the European Union.
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You will find below the list of unique identifiers for each of the sectors subject to REP relating to our activity:
– Professional DEEE (Ecosystem): FR023911_05SDOV;
– Individual DEEE (Ecologic): FR023911_05SDOV;
– Piles & batteries (Corepile): FR001510_06SMMP;
– Packaging (Adelphe): FR205007_01DTZL;
– DISP_MED (Dastri): FR200027_09YSMK;
– Toys (Eco-mobilier): FR200027_12MIWR.