General Terms and Conditions of Sale and Warranty
(valid from 1 January 2024)
Provided herein are the general terms and conditions of sale and warranty (GTCSW) of ADHEXPHARMA (500 806 633 RCS Paris). They are available on the ADHEXPHARMA website at www.adhexpharma.com. They will be communicated to any buyer who requests them. Any order placed by the buyer with ADHEXPHARMA will be construed as a full and unreserved acceptance of the GTCSW set out herein. No term or condition contrary to these GTCSW will be valid unless it has been the subject of a prior written agreement from ADHEXPHARMA. This applies to any provisions communicated by the buyer at the time of an order, including the provisions or general conditions of purchase appearing on the buyer's order. ADHEXPHARMA reserves the right to modify, at any time and without prior notice, all or part of these terms and conditions. Any failure of ADHEXPHARMA to enforce all or part of the provisions of these GTCSW will not be construed as a waiver of such provisions or affect its right to enforce or exercise such provisions at a later date. Any provision that is found to be invalid, illegal, or void will not affect the validity of the other provisions, which will remain in force. These GTCSW cancel and replace the previous GTCSW from the date of their update.
All orders must be expressly accepted by ADHEXPHARMA. ADHEXPHARMA may refuse any order that is not equivalent to a quantity of products representing whole multiples of the batch sizes agreed with the buyer. ADHEXPHARMA further reserves the right to refuse orders for which payment is not covered by credit insurance. Transactions negotiated by ADHEXPHARMA's agents or representatives will only bind ADHEXPHARMA after they have been confirmed in writing by ADHEXPHARMA. No total or partial cancellation of an order will be accepted without the prior written agreement of ADHEXPHARMA. In any event, expenses already incurred by ADHEXPHARMA on the date of acceptance by ADHEXPHARMA of the order cancellation (set-up costs, tools, etc.) will be borne by the buyer. If the buyer wishes to postpone delivery, ADHEXPHARMA must accept the postponement in writing and in any event the postponement may not exceed 3 (three) months. All storage costs will be borne by the buyer. ADHEXPHARMA may retain all or part of any advance payment or deposit paid by the buyer as compensation for the charges and costs incurred in respect of the cancelled order. If ADHEXPHARMA refuses to cancel the order, in particular due to its late nature, the buyer must pay ADHEXPHARMA the full price of the accepted order. The benefit of the order is personal to the buyer, who may not assign or transfer it to a third party without ADHEXPHARMA’s prior written agreement.
Delivery times are approximate and given for informational purposes only. Delivery is FCA CHENOVE (INCOTERMS® 2020). Delays in delivery will not give rise to any financial compensation whatsoever, such as partial payments or penalties, and will not give the buyer the right to cancel the order. Packaging of the ordered products is chosen by ADHEXPHARMA, subject to the provisions of a quality contract concluded between ADHEXPHARMA and the buyer. Transport - transfer of risks: all goods travel at the risk of the buyer, even if shipped DAP or DDP (INCOTERMS® 2020). ADHEXPHARMA may choose at its sole discretion the place of departure. In the event of damage, loss or delay in delivery due to the fault or negligence of the carriers, even if chosen by ADHEXPHARMA, the buyer will be responsible for noting any issues in the presence of the driver on the duly dated and signed delivery slip, with confirmation to the carrier by registered letter within 2 (two) days of delivery in accordance with article L 133-3 of the French Commercial Code. In the case of FCA deliveries (INCOTERMS® 2020) all export documents relating to transport and customs formalities remain the property of ADHEXPHARMA and must be returned to ADHEXPHARMA within a period not exceeding 3 (three) months from the date of dispatch.
4- Pricing conditions
Unless otherwise agreed in writing, the applicable prices are those in force on the date of each order, provided that said order has been confirmed in writing by ADHEXPHARMA within 8 days of its receipt. ADHEXPHARMA may modify its prices at any time for any reason, including, but not limited to, fluctuations in exchange rates, import duties, insurance and transportation costs or increases in labour costs or purchase prices of components and services. All price increases will apply: (i) to all orders received after the effective date of the price increase; and (ii) to all orders shipped more than two (2) months after the effective date of the price increase, even if the order for such goods was received and confirmed prior to notification of the price increase. In the latter case, however, the customer will have the option of cancelling the order.
The quantity of products actually delivered may vary from the quantities specified in the order, within the customary tolerances applicable in the industry. In any event, only the actual quantity of products delivered will be invoiced. Any commercial discounts deferred for a given year will only be due and paid if all invoices issued between 1st January and 31 December of that year have been paid in full. Payment of the invoices will be made in accordance with the conditions indicated on the front of the invoice, and at the latest within 45 (forty-five) days from the end of the month or 60 (sixty) days net from the date of the invoice. Any amounts paid by the buyer will be affected first to the oldest unpaid delivery of products. Payments made before the due date will not give rise to any financial discount. Any deterioration in the buyer's solvency and/or in the conditions under which payment of its order’s is guaranteed by a credit insurer will entitle ADHEXPHARMA to request immediate payment of any deliveries, by pro forma invoice or by draft payable on demand, before implementation of the confirmed orders. In accordance with article L. 441-6 of the French Commercial Code, late payment penalties are due if payment is not made on the day following the payment date appearing on the invoice. In the event of late payment, late payment interest will be payable by the buyer without prior formal notice from the date on which the invoice is due. The interest rate for late payment penalties is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 (ten) percentage points. Any bank charges and fees relating to payment will be borne by the buyer. Additionally, a flat fee for collection costs of 40 (forty) euros exclusive of tax will be due by the buyer. Any delay in payment, postponement of the due date, or non-payment on the due dates will render all invoices issued by ADHEXPHARMA immediately due and payable and will automatically suspend ADHEXPHARMA’s delivery obligations or other commitments and may justify the modification of the payment conditions (maximum amount outstanding and/or payment terms) granted by ADHEXPHARMA to the buyer. ADHEXPHARMA will not be held liable under any circumstances and will not compensate the buyer for any direct or indirect damage resulting from the suspension of deliveries due to the buyer's late payment or deterioration of his credit and/or payment guarantee conditions.
5- Force Majeure
Events of force majeure will have the effect of suspending the performance of ADHEXPHARMA’s obligations for the duration of the force majeure event, without ADHEXPHARMA being held liable in this respect by the buyer for any damages or compensation. Any event beyond the control of ADHEXPHARMA or partially beyond the control of ADHEXPHARMA will be considered as an event of force majeure. Force majeure events include, without limitation: total or partial strike hindering the normal business operations of ADHEXPHARMA or one of its suppliers, transporters or subcontractors; the interruption or obstruction of transportation; shortages of energy, raw materials or spare parts; and in general any event likely to hinder the normal operation of the manufacture and/or delivery of products. Orders for products affected by supply constraints and/or such situations of force majeure may not be available for dispatch, regardless of any acknowledgement of receipt or order confirmation.
ADHEXPHARMA warrants that the products will conform with the specifications mentioned on the certificate of analysis. ADHEXPHARMA makes no other representations or warranties concerning the products delivered. Without prejudice to the measures to be taken with regard to the carrier, complaints concerning a non-conformity of any product delivered must be made in writing by registered letter with acknowledgement of receipt within 3 (three) days of receipt of the products. All product returns are subject to the prior agreement of ADHEXPHARMA. Any product returned without the agreement of ADHEXPHARMA will be held at the buyer’s disposal and will not be replaced or reimbursed. The costs and risks of the return will be borne by the buyer. If it is proven that the products do not meet the specifications, whether due to a hidden defect or a conformity defect and whatever the direct or indirect consequences or damages resulting from the defect suffered by the buyer or a third party, the only obligation incumbent on ADHEXPHARMA will be, at ADHEXPHARMA's choice, the replacement of products free of charge or reimbursement of the price of the non-conforming products. ADHEXPHARMA does not make any other representations or warranties and, in particular, does not represent or warrant the performance of the product or the safety of the product in combination with other materials. Specifically, ADHEXPHARMA does not make any representation or warranties that the product will be fit for any particular purpose (whether the product is intended for such purpose or not), nor does it make any representations or warranties concerning the products’ compatibility or suitability with other components, or with any industrial application or processing method whatsoever.
7- Use of products
The data and characteristics contained in the certificates of analysis issued by ADHEXPHARMA are based on the tests used in the profession and/or the tests provided for in the marketing authorisation registered with the competent authorities, or on tests specifically determined by ADHEXPHARMA with the buyer, in which case the buyer will be solely responsible for the relevance of the aforementioned tests. ADHEXPHARMA does not warrant the reliability, accuracy or completeness of these test methods. In all cases, before using a product, the buyer must independently determine whether the product has the characteristics adapted to its specific use, environment, field of application and purpose (including the specific conditions of implementation of the product by the buyer) by all means that it deems necessary (including tests on the safety and toxicity of the product). The products must be stored and used in accordance with the conditions set out in the technical data sheet and/or the marketing authorisation. Under no circumstances will ADHEXPHARMA be liable for any direct, indirect, material or immaterial damages (including loss of profit) arising from the use of the product.
8- Property rights and confidentiality
ADHEXPHARMA is the owner of all industrial property rights covering the manufacture of the product. The buyer authorises ADHEXPHARMA to use all of its industrial property necessary for the manufacture of the product, royalty free. ADHEXPHARMA retains full and complete ownership of the descriptions, plans, drawings, instructions for use, assembly, operation and other documents relating to the products, made available to the buyer, as well as manufacturing secrets and other property rights specific to the products. Under no circumstances will any sale transactions carried out under these GTCSW result in the transfer of all or part of the property rights referred to above. The parties undertake not to disclose or allow the disclosure by members of their staff of any information or any document obtained from the other party, by any means whatsoever, in connection with the order, except to a third party for which the disclosure is necessary for the performance and completion of the order and provided that the third party undertakes to keep confidential under the same conditions any document or any information received in such a context.
9- Applicable law and disputes
All provisions contained in the GTCSW, as well as all the purchase and sale transactions referred to herein, are governed by French law. Notwithstanding any other conflicting term or provision provided elsewhere, the courts of Dijon will have exclusive jurisdiction over any dispute or litigation concerning the matters referred to herein.
10- Retention of title
The goods delivered remain the property of ADHEXPHARMA until they have been paid in full, inclusive of the principal and any associated fees or charges. In the event of a payment default by the buyer of all or part of the price of the order, ADHEXPHARMA will retain the title and ownership over the products delivered, entitling it to repossess said products. In the event of insolvency proceedings against the buyer, ADHEXPHARMA expressly reserves the right to claim ownership of any goods that have not been paid for in full by the date of the judgement opening the proceedings. In any event, the return of the goods will be at the expense and risk of the buyer, who will also bear all the costs of the legal services as well as any legal or judicial costs.
ADHEXPHARMA will be entitled to retain any advance payment by the buyer as compensation, in addition to any other action or remedy that ADHEXPHARMA may be entitled to take against the buyer. Notwithstanding the above, risk in and responsibility for the products that are subject to title retention will pass to the buyer upon delivery of the products, including responsibility for damages that the products may cause.