General terms and conditions of sales

1. Acceptance of terms

These Terms and Conditions of Sale (this “Contract”) shall govern all orders for the purchase of products from Phenocell S.A.S (Grasse, France), hereinafter referred to as “Phenocell”, “Supplier” or “our”. The purchaser (hereinafter referred to as “Purchaser”, “you”, or “your”) will be deemed to have accepted these Terms upon purchase. 
No variation of these terms and conditions will be binding upon Phenocell unless agreed to in writing and signed by an authorized representative of Phenocell. 
Our failure to object to any terms and conditions contained in any purchase order or other document from you will neither be construed as our acceptance of such terms and conditions, or a waiver of this Contract.

Any descriptions or illustrations contained in Phenocell’s catalogues, price lists and advertisements or otherwise communicated to Purchaser are intended merely to present a general idea of the products so described. Nothing contained in any of them will form any part of this Contract. All orders are subject to availability.

2. Catalogues, price lists and advertisements

The prices are in EUROS, net ex-works exclusive of packaging. Prices are subject to change without notice. All incidental costs such as, for example, the costs of freight, insurance, export, transit, import and other permits shall be charged to the Purchaser. The global cost will be mentioned in the quote. Purchaser’s bank charges shall be to the account of Purchaser.

3. Price

The obligation of payment shall be fulfilled only insofar as the invoiced amount, without any deduction, is placed at the disposal of Phenocell in Phenocell’s bank account mentioned on invoice. Payment terms are net 30 days with legal interests charged on past due accounts. Legal interests are calculated on the basis of the European Central Bank + 10 points.

4. Terms of payment

Orders may be placed via the telephone, mail, or web site. All orders must clearly indicate the customer telephone number, fax number, complete billing address, complete shipping address, catalog numbers, product names, quantity ordered and price. All sales are final. To place a special order (i.e. non-standard conjugation, buffer, concentration), please contact contact@phenocell.com. Purchaser agrees to accept product labeled in English. Purchaser agrees to accept product literature including datasheets, certificates of analysis and Safety Data Sheets, where applicable, in English

5. Orders

Products are sold for research or laboratory use only and are not to be administered to humans or used for medical diagnostics.

6. Authorized uses

Shipping charges are quoted at the time the order is accepted. Most products are shipped on dry ice. Under this Contract, transportation and cargo insurance will be arranged for and paid by Phenocell, and then invoiced by Phenocell to the Purchaser. Under this arrangement, Phenocell will cover the cost for any loss or damage during shipment. This includes accidents, theft, vandalism, weather extremes or other acts of nature.
For International shipments, the Purchaser assumes all responsibility for the importation of the product into the Purchaser’s country, including obtaining all required permits, licenses, or certificates. Phenocell shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses, or certificates.
The supply period shall commence as soon as the Contract is concluded, and all necessary governmental formalities are obtained. The Purchaser shall have no right to direct and indirect damages or to cancel the Contract on account of late delivery.

7. Shipping & delivery

Accepted purchase orders that have not yet been entered or processed can be canceled with no charge. Accepted purchase orders that have been entered or processed, including standing purchase orders, may be canceled and may be subject to a 30% processing fee. Perishable (frozen or cold-storage) items are not eligible for return. 
Phenocell is committed to providing the highest level of quality and service. Products supplied by Phenocell are warranted to meet the specifications provided on our Product Information Sheets when used under normal conditions in your laboratory for a period expiring six months after the date of their purchase or the expiry date specified on the packaging of the product, whichever is earlier. Any product that does not meet the performance standards indicated in our product literature will be replaced once at no charge. Warranty will not apply to a product that fails to perform its specific function due to misuse, improper storage, use beyond expiry date or accidental damage. Phenocell undertakes no warranty in the case of subcontracted deliveries.

8. Guarantee ; Warranty

Purchaser acknowledges and agrees that all intellectual property rights in the products and in any Phenocell technology, intellectual property and know-how used to make or useful for the manufacture or use of the products will at all times remain vested in Phenocell and its licensors. Unless otherwise expressly agreed in writing by our authorized representative, your purchase of the products only grants you a limited, non-transferable right to use the quantity of the products that you have purchased from us for your internal research purposes only, and in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in our current catalogue, website or on the label or other documentation accompanying the products. No right to resell our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless otherwise expressly agreed in writing by our authorized representative, we provide no rights to use our products in commercial applications of any kind, including, without limitation, manufacturing, quality control or commercial services such as reporting the results of your activities for a fee or other form of consideration

9. Limited rights

To the extent allowed by applicable law, and except where a claim arises as a result of Phenocell’s gross negligence or willful misconduct or that of its affiliates, you will indemnify, defend and hold harmless Phenocell, its officers, agents, employees, distributors and affiliates ("Indemnified Party") for any claim, loss, damage, expense or other liability (including reasonable attorneys' fees and costs) which may be made against an Indemnified Party as a result of (a) your acts, omissions, use or modification of a product, (b) our manufacture or sale of a product we make under your instructions, specifications, or other directions, (c) your failure to comply with the Contract, (d) your failure to acquire any applicable additional rights related to your use of the products, or (e) our use of materials you provide to us.

10. Indemnity

Purchaser agrees that use of your contact information by Phenocell is necessary for performance of this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.

11. GDPR

All existing legal relations between Phenocell and Purchaser shall be governed by French Law. The International Sale of Goods Act of British Columbia and the United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Contract.

12. Applicable law