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General terms and conditions of sale

JANVIER LABS specialises in the production, breeding and sale of rodents intended for use in the framework of experimental procedures for scientific purposes (hereafter the “RESEARCH MODELS”) and their derived products. Also in the delivery of laboratory services, reproduction sciences or sub-contracted breeding and their accessory products and services, even sold individually (hereafter the “SERVICES”).

SCOPE

  1. In compliance with article L 441-6 of the Commercial Code, the present general terms and conditions of sale (“CGV”) constitute the unique basis for the commercial relationship between the Parties.

They apply to all sales of JANVIER LABS to its customers, professional buyers (hereafter the “CUSTOMER”), RESEARCH MODELS, derived products and sub-products  or SERVICES (together hereafter the “PRODUCTS”), such that these PRODUCTS are described in JANVIER LABS’s catalogue, (hereafter the “CATALOGUE”), on its website http/www.janvier-labs.com, and/or in its quotations, bids or equivalent documents issued by JANVIER LABS.

  1. The information appearing in the CATALOGUE, brochures and the JANVIER LABS tariff are given as an indication. They can be modified at any time by JANVIER LABS.
  2. The CGVs are attached to the CATALOGUE and provided by JANVIER LABS at each order.

By placing the order, the CUSTOMER recognises having read the CGVs and accepted them unconditionally (the “ORDER”). The CUSTOMER undertakes that their employees and any third party collaborating in the research that they conduct or in which they participate, shall respect these CGVs.  Because of this, the CUSTOMER waives the right to invoke any conflicting document and in particular, its own terms and conditions of purchase.

Waivers to the present CGVs, negotiated between the Parties, must be subject to a written agreement prior to their application, validated by JANVIER LABS.

  1. The fact of not exercising at any time, a prerogative recognised by the present CGVs, or not requiring the execution of one of the clauses therein, can under no circumstances be interpreted as a modification, nor as an express or tacit renunciation of the right to exercise said prerogative or to require execution of it in the future.

 VALIDITY OF GENERAL TERMS AND CONDITIONS

  1. JANVIER LABS reserves the possibility to modify the CGVs at any time. The new CGVs shall be applicable to ORDERS placed as of their publication.
  2. The CGVs in force are published on the JANVIER LABS website. Therefore, they are available at any time.

CREATION OF THE ORDER

JANVIER LABS can provide advice in the framework of placing the ORDER. However, as a specialised professional in the field of research, the CUSTOMER remains entirely and solely responsible for their choice of ORDER and the complete character of the information they have given to JANVIER LABS.

CUSTOMER’s duty to inform and prerequisites:

In particular concerning SERVICES to perform on biological material supplied by the Customer or by a third party at the request of the CUSTOMER (hereafter the “BIOLOGICAL MATERIAL”), the CUSTOMER undertakes to provide JANVIER LABS beforehand, in the request for quotation, all the information which they possess concerning said BIOLOGICAL MATERIAL, in particular, any difficulties of reproduction performance of the strain or strains of rodents concerned, which could have consequences for the delivery of the SERVICES.

When the BIOLOGICAL MATERIAL contains GMOs, it must correspond to the risk I GMO class, to the exclusion of any other risk class. The CUSTOMER must send JANVIER LABS, a copy of the declaration receipt or a copy of the approval indicating the project or projects involving the GMOs concerned.

The BIOLOGICAL MATERIAL must be free from zoonosis.

This information supplied by the CUSTOMER with regards to the SERVICES, including the Project information sheet and the CGVs in all cases, form an integral part of the ORDER.

Order:

To validate the ORDER, the offer or the quotation must be accepted in writing by e-mail and received by JANVIER LABS prior to the validity of the offer. The ORDER is only validly filled after its express acceptance by JANVIER LABS and a possibly specified down payment.  JANVIER LABS then sends the CUSTOMER, an order acknowledgement (hereafter an “AO”). The CUSTOMER then has 12 hours in which to verify the content of the AO and to formulate any comments. In case of difference between the AO and the ORDER, the AO will prevail.

If the SERVICE requires an authorisation from the Ministère de l’enseignement supérieur et de la recherche (MESR), [Ministry of Higher Education and Research], the validity of the ORDER is conditioned upon the authorisation given to JANVIER LABS by the MESR.

  1. JANVIER LABS reserves the possibility to suspend or refuse any new order from the CUSTOMER in case of non-payment or of doubt as to their creditworthiness, without the CUSTOMER being able to dispute an unjustified refusal to sell or to expect any compensation.

MODIFICATION/CANCELLATION OF THE ORDER

  1. The ORDERS are irrevocable beyond this deadline of 12 hours after sending the AO,
  2. Any modifications requested by the CUSTOMER can only be taken into account in the limit of JANVIER LABS’s possibilities and at its sole discretion, if they are formulated in writing, prior to the planned delivery date or the production of the PRODUCTS concerned. When in particular, there is a change of price and delivery deadline, JANVIER LABS may require a specific Purchase Order signed by the CUSTOMER, for this ORDER modification.
  3. If the ORDER is rescinded by the CUSTOMER after the AO, for whatever reason, apart from Force Majeure, the down-payment made will by rights, be kept by JANVIER LABS up to the amount of the penalty due or the costs mentioned below, whichever is higher.

In any case, the CUSTOMER must pay, as appropriate:

  • For the SERVICES: the portion of the SERVICES performed, for any expense that cannot be rescinded, undertaken by JANVIER LABS for the execution of the SERVICE, as well as for expenses and costs incurred by JANVIER LABS due to the cancellation of this ORDER.
  • For our RESEARCH MODELS, their derived products and sub-products: a penalty calculated on the total amount before tax for the RESEARCH MODELS produced, derived products and sub-products concerned, depending on the number of working days remaining to run between the delivery date set by the AO and the date on which JANVIER LABS received the request for cancellation of the ORDER.

Thus: For ORDERS of non-mutant RESEARCH MODELS, aged less than 3 months, their derived products or sub-products mentioned in the CATALOGUE: If the request is received

  • 28 to 22 days before the date of delivery, the penalty will be 10%
  • 21 to 15 days before the date of delivery, the penalty will be 25 %
  • 14 to 8 days before the date of delivery, the penalty will be 50 %
  • 7 to 3 days before the date of delivery, the penalty will be 75 %
  • Less than 3 days before the date of delivery, the penalty will be 100 %

For ORDERS of non-mutant RESEARCH MODELS, aged 3 to 18 months, their derived products or sub-products mentioned in the CATALOGUE: If the request is received

  • 28 to 22 days before the date of delivery, the penalty will be 10%
  • 21 to 15 days before the date of delivery, the penalty will be 25 %
  • 14 to 8 days before the date of delivery, the penalty will be 75%
  • Less than 8 days before the date of delivery, the penalty will be 100 %

For ORDERS of RESEARCH MODELS, aged 19 months and more, their derived products or sub-products and for any ORDERS of RESEARCH MODELS, their derived products or sub-products mentioned in the CATALOGUE: If the request is received

  • More than 30 days before the date of delivery, the penalty will be 50 %
  • 30 days and less before the date of delivery, the penalty will be 100 %

For other ORDERS of RESEARCH MODELS, their derived products or sub-products and whose specificities are not provided for in the CATALOGUE, the penalty will be 100% or the total amount before tax of the ORDER, irrespective of the prior notice time.

The down-payment paid at the time of the cancelled ORDER will be deducted from the penalties due if these are higher.

TRANSPORT

Back-up

Prior to the transfer of BIOLOGICAL MATERIAL, the CUSTOMER must perform a back-up of the corresponding bloodline so that JANVIER LABS can confirm the execution of the laboratory service or the reproduction sciences or that the first cohort of animals coming from the sub-contracted breeding service are either delivered to the CUSTOMER or are delivered to a third party designated by them.

Collection of BIOLOGICAL MATERIAL

The CUSTOMER is responsible for the preparation, packing and packaging and labelling of the parcels in compliance with the applicable regulations during all stages of transport.

The CUSTOMER must supply all the information and documents required by JANVIER LABS or the haulier, within the 5 working days preceding the collection of the BIOLOGICAL MATERIAL. This obligation in particular concerns the authorisations required by the regulations in force concerning GMOs.

Transfer of risks

The transfer of risks and the property of the PRODUCTS and/or the results of SERVICES (hereafter the “RESULTS”) shall occur at the agreed upon place of delivery, as of the material reception by the CUSTOMER. Unless other terms and conditions have been stipulated on the AO or failing clarifications on this AO, the transfer of risks on PRODUCTS or RESULTS shall proceed as per the FCA Incoterm CCI 2010. Unless other terms and conditions have been stipulated on the AO or failing clarifications on this AO, the transfer of risks on BIOLOGICAL MATERIAL addressed to JANVIER LABS shall proceed as per the DDP Incoterm CCI 2010.

DELIVERY – ACCEPTANCE

  1. Contractual deadlines are set in the AO.

Delivery delays of PRODUCTS and/or RESULTS or the execution of SERVICES, cannot be a reason for the cancellation or termination of the ORDER.

  1. Upon receipt of the PRODUCTS and/or the RESULTS, the CUSTOMER shall perform a check of their apparent compliance and shall formulate their reservations on the delivery slip. These reservations must be issued and confirmed in writing within three (3) days following reception, whether with the haulier or with JANVIER LABS, in compliance with the terms of article L 133-3 of the Commercial Code concerning damage or losses during transport and the willingness expressed here by the Parties for the apparent non-compliance. By default, the PRODUCTS and/or RESULTS are considered to be compliant and definitively approved by the CUSTOMER without reservations.
  2. The CUSTOMER must issue their claim without delay if there is an inherent defect in the delivered PRODUCTS and/or RESULTS, not apparent at the time of reception and which is revealed within a maximum of fourteen (14) days as of the shipping date. Following the expiration of this deadline of fourteen (14) days, no claim can be made against JANVIER LABS for hidden faults shall be accepted.
  3. Allegations of non-compliance or hidden defect, shall only be retained and treated by JANVIER LABS if they are presented in writing, by e-mail, within the above specified deadlines and in the appropriate forms.

It is the responsibility of the CUSTOMER as part of their claim, to provide evidence concerning the reality of the defect or alleged non-compliance.

The CUSTOMER must allow JANVIER LABS to conduct appropriate checks if they deem this necessary, including on-site visits by JANVIER LABS experts to the CUSTOMER’s site

  1. For health reasons, no return of RESEARCH MODELS, of their derived products or sub-products and/or RESULTS can be made without prior agreement from JANVIER LABS. If a return is agreed upon, only the haulier chosen by JANVIER LABS is approved to perform it.

JANVIER LABS shall only be responsible for return costs if the anomaly declared in a regular fashion, has indeed been observed by it or by their authorised representative, and if JANVIER LABS is liable for it.

 

  1. In any case, if an anomaly is noted, the CUSTOMER must immediately take any measure necessary to prevent an aggravation and/or propagation of this anomaly and the associated damage.
  2. The claim does not suspend the obligation of payment by the CUSTOMER for ORDERS concerned, without prejudice to the clause of reduction of the price, specified hereafter.

PRICE

  1. The prices of PRODUCTS are determined from the tariff in force. The price of an offer is only valid during the period of validity of this offer.
  2. The prices are per unit and defined for a period and/or a volume and/or a capacity agreed upon and produced. Barring a written agreement with JANVIER LABS, the prices are net and without discount, EX WORKS Incoterm CCI 2010 and not counting packaging, this being invoiced in addition on the basis of the CATALOGUE price. In particular, the prices do not include transport, customs charges, possible taxes, insurances, which remain at the expense of the CUSTOMER.

Taxes and duties due, are calculated on the day of invoicing of the ORDERS, in compliance with the applicable texts and laws. Possible variations of the tax rate will be fully reflected in the price. Any duty, tax or collection charged on the payment of the price by the CUSTOMER will remain at their expense. The CUSTOMER must then complete the payment of the price so that JANVIER LABS indeed receives the net agreed price.

  1. Tariffs are revised annually with effect as of January 1st. Unless the AO has other provisions, the SERVICES renewed or extended shall be subject to an annual revision of prices. The price revised each year shall be set from the tariff in force for the SERVICE concerned. Barring express extension provided in the AO, the SERVICE, shall be tacitly renewed for an undetermined period, unless one of the Parties has indicated their intention not to renew the SERVICE, at least one month prior to the end of the initial period, by registered letter with acknowledgement of receipt. Once renewed or extended, the ORDER of SERVICES could be cancelled at any time, by means of one (1) month’s notice, addressed by registered letter with acknowledgement of receipt.

PAYMENT TERMS

  1. Unless otherwise specified in the AO, or barring a different express written agreement, accepted separately by JANVIER LABS, the price is payable in Euro by bank transfer, to the bank account indicated by JANVIER LABS.
  2. Invoices are payable thirty (30) days end of the month from their date of their issue. No discount will be given by JANVIER LABS for immediate payment or payment made prior to the due date of the invoice.
  3. A down-payment can be requested for any sale of PRODUCTS.

For SERVICES, the down-payment is 50% (unless otherwise specified in the AO) and the costs of transport and return will be invoiced upon receipt of the BIOLOGICAL MATERIAL in the premises of JANVIER LABS.

The down payment invoice must be paid in cash upon receipt in the forms specified in paragraph 1 of this article.

  1. The payment terms agreed upon with the CUSTOMER by JANVIER LABS depend on its creditworthiness, its payer profile or the country risk. JANVIER LABS can ask the CUSTOMER at any time, including during the execution of the ORDER, to provide it with accounting documents, in particular a profit and loss statement, even provisional. In addition; if for serious or particular reasons of fearing difficulties of payment, (first order, deterioration of CUSTOMER’s account, loss or decrease of guarantee, etc.), JANVIER LABS can make the acceptance or pursuit of current and/or future ORDER or ORDERS conditional, depending on their choice: on the payment of a partial or total down payment, on the creation of a sufficient bank guarantee or a cash payment.

If the CUSTOMER refuses to transmit their accounts or does not observe the payment terms and conditions for the ORDER or ORDERS, JANVIER LABS could suspend the execution of the current ORDERS and refuse delivery of them or to produce the PRODUCTS concerned, without the CUSTOMER being able to claim an unjustified refusal to sell or to expect any compensation.

  1. Barring a prior, express written agreement on the part of JANVIER LABS and on condition that the mutual accounts receivable and accounts payable are certain, liquid and due, no offset could be made by rights between any penalties for which JANVIER LABS is liable on the one hand and the sums due to JANVIER LABS by the CUSTOMER, on the other.
  2. Any late payment shall by rights, accrue interest penalties according to the most recent rate of interest applied by the European Central Bank to its refinancing transaction (as of January 1st for the first half-year or July 1st for the second half-year), increased by ten (10) points, calculated on the number of late days noted, as of the 1st late day, on the sums due, until their complete payment. The penalties run from the day following the settlement date until all sums due are credited to the account of JANVIER LABS. Payment means the day on which the entire sums due have been credited to JANVIER LABS’ account.

 

The CUSTOMER must also pay a flat-rate compensation of forty (40) Euro per unpaid invoice, for recovery costs, without prejudicing the rights of JANVIER LABS to claim supplementary compensation if the actual recovery costs exceed this amount.

These penalties shall automatically be charged to the CUSTOMER’s account.

  1. Finally, in case of non-payment of an invoice at its due date and without prejudice to the termination clause specified hereafter, JANVIER LABS could declare the accelerated demand for payment of all invoices issued, suspend the execution of any ORDER in progress and to come and/or require their cash payment after the transmission of a formal demand has remained unanswered eight (8) calendar days following its receipt.

COMPLIANCE – GUARANTEE

  1. JANVIER LABS guarantees that it has the necessary administrative authorisations for the exercise of its activities.
  2. For its part, the CUSTOMER is responsible for the regularity of its activities, of its BIOLOGICAL MATERIAL, of its research protocols and of the use of the PRODUCTS and RESULTS with regard to the law applicable to it.
  3. JANVIER LABS guarantees that the products are compliant with the AO. It is only bound to a best-efforts obligation and moreover, benefits from the tolerance of use of the activity.

JANVIER LABS cannot be liable for insufficient or incorrect information from the CUSTOMER regarding the composition or characteristics of the BIOLOGICAL MATERIAL.

In order to assert its rights, the CUSTOMER must, at the risk of forfeiture of any action applying to it, inform JANVIER LABS in the forms and within the deadlines set by the article “DELIVERY-ACCEPTANCE” above.

  1. JANVIER LABS performs regular health inspections whose terms and results are accessible on its website and upon request. It undertakes to provide information strictly necessary for the proper execution and the monitoring of the ORDERS. Upon delivery of the RESEARCH MODELS and/or RESULTS, JANVIER LABS shall deliver a health certificate corresponding to the SPF or SOPF status it has defined and which has been chosen by the CUSTOMER at the time of the ORDER.

For animals constituting the BIOLOGICAL MATERIAL or the RESULTS, JANVIER LABS retains the possibility of euthanising any that are suffering according to a pain matrix predefined with the JANVIER LABS’s in-house Ethics Committee and provided to the CUSTOMER upon request.

In any case, the delivery of the health certificate does not exempt the CUSTOMER from applying the proper rules of bio-safety and from ensuring their own health programme.

  1. The weight and/or age of the RESEARCH MODELS and the RESULTS indicated on the delivery notes and accompanying the RESEARCH MODELS or the RESULTS, corresponds to their weight and/or age at the moment of their packaging for shipping in the premises of JANVIER LABS
  2. Concerning gestating females:
  • JANVIER LABS guarantees the gestation under the conditions, proper to each strain, such as presented in the CATALOGUE,
  • JANVIER LABS guarantees neither the number of animals per litter nor the exact date of the parturition,
  • JANVIER LABS does not guarantee the risks of interruption of the gestation during the transport if the gestation is, either less than five (5) days (at the time of their packaging for delivery), or greater than 2/3 of the gestation time of the strain concerned.

PROPERTY

  1. The CUSTOMER shall declare having the rights and documents necessary for entrusting the BIOLOGICAL MATERIAL to JANVIER LABS in order to perform the ordered SERVICES.

JANVIER LABS shall not acquire any rights to the BIOLOGICAL MATERIAL and the RESULTS which are descendants, derived from the entrusted strains.

  1. The murine strains described in the CATALOGUE shall remain the property and/or remain under the exclusive control of JANVIER LABS, which shall retain all the intellectual property associated with the PRODUCTS, photos and technical documentation. These cannot be communicated or transferred without written authorisation from JANVIER LABS.

Moreover, any method, protocol, know-how used during the execution of the SERVICES and developed by JANVIER LABS or by a third party previous to the execution of the SERVICES, are and remain, the exclusive property of JANVIER LABS or this third-party respectively.

Any information, data or protocol provided to the CUSTOMER by JANVIER LABS shall belong to and/or remain under the control of JANVIER LABS.

  1. The CUSTOMER shall undertake to use the RESEARCH MODELS exclusively for their in-house research conducted under their authority.

It is forbidden to transfer by any means and in particular, to sell, cede, rent out, give away or lend the RESEARCH MODELS, their derived products and sub-products. Any transfer of RESEARCH MODELS, their derived products and sub-products must be authorised in writing beforehand by JANVIER LABS. The following conditions will be established and without this list being exhaustive (i) that the transfer is made without compensation, (ii) that the RESEARCH MODELS, their derived products and sub-products be used exclusively for a research project specifically identified and conducted under the authority of the CUSTOMER and (iii) that the MGI naming rules be followed.

  1. After complete payment of the PRODUCTS, the CUSTOMER shall have the right to use said PRODUCTS but only in a manner complying with the terms specified in paragraph 3 of this article. After complete payment for the SERVICES, the CUSTOMER shall have the right to use the information transmitted by JANVIER LABS for their internal purposes, related to the use of the RESULTS, without any other possibility of using them, in particular for the purposes of reproduction and/or sales.
  2. The CUSTOMER shall not allow the transfer of the JAXTM Sperm Cryo Kit acquired from JANVIER LABS, outside of JANVIER LABS‘ the licenced territory : France, Austria, Belgium, Czech Republic, Germany, Hungary, Italy, the Netherlands, Poland, Slovakia, Spain, Switzerland, Denmark, Finland, Norway, Sweden.

No warranty is given on the JAX tm brand products, including the sperm cryo-conservation kit.

LIABILITY

  1. The warranty on the PRODUCTS is limited to the replacement or reimbursement of non-compliant or defective PRODUCTS.
  2. The liability of JANVIER LABS, irrespective of the nature and form of the action, is limited to direct and certain material damage in the limit of the amount of the disputed ORDER.

Consequently, and without this list being exhaustive, immaterial damage, operating losses and/or losses of opportunities suffered by the CUSTOMER, are expressly excluded from any compensation on the part of JANVIER LABS.

  1. JANVIER LABS is not liable for decisions taken by the CUSTOMER or by a third-party on behalf of the CUSTOMER, in particular, regarding the choice of PRODUCTS ordered. It is the CUSTOMER and them alone as a professional, to judge the appropriateness of the products that they choose, for the goals of their research and their needs.

FORCE MAJEURE

JANVIER LABS cannot be held liable of the non-execution or delay in execution of any of its obligations resulting from a case of Force Majeure.

It is expressly agreed that in particular the following constitute Force Majeure: any difficulty of production or shipping due to bad weather, acts of war, a lock-out, a total or partial external or internal strike, or other work conflicts, acts of terrorism, decisions from a legal authority, fire, flood, riots, war, explosion or other serious disturbances of the production or operation of JANVIER LABS, Information Technology break-downs, changes of standards or regulations, in particular in the countries of delivery or the production of PRODUCTS or RESULTS, import or export restrictions, interruptions or the slowing of procurements or transport, whether these events directly or indirectly affect JANVIER LABS or its suppliers or hauliers, as well as any event independent of the willingness of JANVIER LABS and affecting the execution of its obligations.

The execution of the obligation shall be suspended during the Force Majeure period. As soon as the cause for the suspension of the obligation is no longer present, JANVIER LABS shall make its best efforts to restart the normal execution of the contractual obligations, as quickly as possible. If the hindrance is permanent or exceeds one (1) month, the ORDER could be cancelled eight (8) days after receipt of a registered letter with acknowledgement of receipt or any extra judicial action mentioning the intention to cancel the sale.

The suspension of the obligations or the cancellation of the ORDER because of force majeure, can under no circumstances, be a cause of liability for non-execution of the obligation in cause, nor require the payment of damages and interest nor of late penalties. During the suspension, each of the Parties shall retain the responsibility for the costs engendered by the situation.

INSURANCE

Each Party shall undertake to take out civil liability insurance with a recognised solvent insurance company.

CONFIDENTIALITY – PERSONAL DATA PROTECTION

  1. Any information given or protocol transferred by JANVIER LABS to the CUSTOMER, in the framework of training or the execution of the order, shall be considered as confidential. Any communication of these documents to a third-party must be authorised beforehand by JANVIER LABS who may oppose it for just reasons.

This confidentiality does not apply to (i) information which was already publicly available prior to their communication, or (ii) to information received legally from a third-party or (iii) any information which was already in possession of the CUSTOMER prior to the ORDER or (iv) to information whose disclosure is limited by the law.

This obligation is valid during the execution of the ORDER and for a period of five (5) years after its execution.

  1. As a data contoller, JANVIER LABS can stock, process and use personal data of individuals intervening for the CUSTOMER, for the needs of the contract. Personal data collected via ORDERS placed are necessary for the management of the ORDER and its execution.This data can be communicated internally by JANVIER LABS, in particular within sales, technical and administrative teams. They could be sent to external providers that the data controller calls upon, in particular and without this list being exhaustive, for sending invoices, the transport or delivery concerning the ORDER. The data shall not be transferred outside of the European Union.

Personal data shall be kept for the whole period of validity of the JANVIER LABS offer and of the ORDER until the respective execution of the obligations of the Parties. They shall be archived for the conservation period of commercial documents, set by the law.

The CUSTOMER and in particular their personnel concerned, shall have the right of access, of correction, of opposition, of limitation of processing, of deletion and the portability of their data, which they can exercise by e-mail to the following address: contact@janvier-labs.com, specifying their last name, first name, address and attaching a copy of their two-sided identity document.

In case of difficulty related to the management of their personal data, the CUSTOMER and their personnel concerned, could send a claim to the French CNIL (COMMISSION NATIONALE de l’INFORMATIQUE et des LIBERTES) or any other competent authority.

 

The CUSTOMER undertakes to inform any person intervening on their behalf and in particular their partners, representatives, employees and agents, of their rights listed under this clause.

RESOLUTION

  1. Notwithstanding the provisions of Article 1221 of the Civil code, in case of failure of one of the Parties in their obligations, the Party that is a victim of this failure cannot demand the forced execution in kind, without prejudice however, to the forced execution of payment of sums due.
  2. Moreover, notwithstanding the provisions of Article 1222 of the Civil code, the Party that is a victim cannot itself have the obligations performed by a third-party, at the expense of the failing Party. It could however, petition the courts to have the failing Party pay the sums necessary for this execution.
  3. In compliance with article 1223 of the Civil code, the Party, that is the victim of the failure, could otherwise notify the failing Party without undue delay, of their decision to accept a less than perfect execution of the obligation with a proportionate reduction in price; as long as the reasoned formal notice which has been sent by addressed to it, by registered letter

with acknowledgement of receipt, remains ineffective fifteen (15) days after its receipt.

The failing Party which intends to accept the price reduction shall have its decision known in writing.

Failing an agreement between the Parties, as stated in the article, the affair can move to “APPLICABLE LAW – JURISDICTIONAL COMPETENCE”.

  1. Failing payment of the sums due and fifteen (15) days after a formal notice has not led to complete payment, JANVIER LABS can rescind the ORDER concerned at the expense and penalties of the CUSTOMER, without compensation for the CUSTOMER and without prejudice for the compensation for the prejudice suffered by JANVIER LABS, with JANVIER LABS retaining amounts already paid, up to the value of the compensation for its prejudice and with JANVIER LABS retaining any potential penalties.
  2. The provisions of these general terms and conditions of sale appearing in the sections entitled “PROPERTY”, “LIABILITY”, “CONFIDENTIALITY – PROTECTION OF PERSONAL DATA” and “APPLICABLE LAW – JURISDICTIONAL COMPETENCE” shall remain applicable despite the rescission, cancellation or nullity of the ORDER, whatever the form or reason.

APPLICABLE LAW – JURISDICTIONAL COMPETENCE

  1. Any question directly or indirectly concerning the present CGV or an operation of purchase or sale which arises from it, shall be subject to French law to the exclusion of any International or European treaty or agreement, including the VIENNA convention of 1969.
  2. The CGVs are drafted in French. If they are translated into one or more languages, only the French text shall be considered authoritative in the event of a dispute.
  3. Failing an amicable settlement, any difference directly or indirectly relating to an ORDER or the CGVs, shall be EXCLUSIVELY submitted to the COMPETENT (FRENCH) COURT OF THE REGISTERED OFFICE OF JANVIER LABS, EVEN IN THE CASE OF SEVERAL JURISDICTIONS OR RECOURSE IN WARRANTY.
  4. If any of the provisions of the present CGVs are declared as unwritten and/or null and void by a Court or any other administration or authority, such a decision shall under no circumstances affect the validity of the other provisions. The Parties will endeavour to arrive at an equitable agreement on the terms of the clause or part of the clause which could replace that which would therefore, have been declared null and void.
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