The purpose of these general terms and conditions is to regulate relations relating to the performance of Services offered by the Company and presented on the website www.ans-biotech.com (hereinafter the “Site”) between, on the one hand :
– ANS BIOTECH – AUVERGNE NEUROSCIENCES SA, a private company with a capital of 60,000.00 euros, with registered office located at Z.I. La Varenne, 20-22, rue Henri et Gilberte Goudier, BP 20017 – 63201 RIOM Cedex, France, registered in the Registre du Commerce et des Sociétés de CLERMONT-FERRAND, under number 489 442 010 (hereinafter the “Company”).
And
– The Customer, any individual or legal entity having signed a service agreement with the Company, hereinafter referred to as the “Customer(s)”.
ARTICLE 2 – SCOPE OF APPLICABILITY
In accordance with article L 441-1 of the French Commercial Code, the present Terms and Conditions constitute the basis of the commercial relationship between the parties.
These general terms and conditions apply without restriction or reservation to all contractual relations between the Customer and the Company regarding the services offered by the latter.
The signing of any service offered or ordered by the Customer implies acceptance of these General Terms and Conditions.
In accordance with current regulations, the Company reserves the right to deviate from certain clauses of these General Terms and Conditions, depending on the negotiations conducted with the Customer, by drawing up Special Terms and Conditions.
Their purpose is to define the conditions under which the Company provides the following services to customers who request them, via its website, by direct contact or on paper:
– Preclinical pharmacology studies
– Consulting services
– Contract development of preclinical models (the “Services”).
They apply, without restriction or reservation, to all Services rendered by the Company to Customers in the same category, irrespective of any clauses that may appear in the Customer’s documents, and in particular its general terms and conditions of purchase.
In accordance with current regulations, these General Terms and Conditions of Sale are systematically communicated to any Customer who requests them, to enable placement of an order with the Company.
The information contained on the Company’s website and in its scientific communications are given for information only and may be revised at any time.
The Company is entitled to make any changes it deems necessary.
ARTICLE 3 – GENERAL INFORMATION AND TERMINOLOGY DEFINITIONS
Services : All services offered by the Company.
Site : The Company’s website can be accessed at www.ans-biotech.com.
Customer : Effective customer of services offered by the Company.
The present General Terms and Conditions of Sale of the Company define the rights and obligations of the parties in the context of the sale of Services by the Company to Site Visitors and Customers. The Visitor or Customer hereby declares that they have read them and accept their rights and obligations.
ARTICLE 4 – SERVICES
Information relating to the essential characteristics of the Services is available in a visible and comprehensible manner on the Company’s Site. Nevertheless, the definition of the Services may be supplemented or even replaced by the Special Conditions of Sale and Services.
The Customer declares that they have read and understood the Services ordered before signing the present General Terms and Conditions of Sale and Services.
The Company’s activity is highly regulated and under the control of the European directive 2010-63-EU translated into French law under a decree and four orders (Decree no. 2013-118 of February 1, 2013 relating to the protection of animals used for scientific purposes; Order of February 1, 2013 setting the conditions for the supply of certain animal species used for scientific purposes to approved user establishments; Order of February 1, 2013 relating to the acquisition and validation of the skills of the personnel of user establishments, breeders and suppliers of animals used for scientific purposes; Order of February 1, 2013 setting the conditions for approval, layout and operation of establishments using, breeding or supplying animals used for scientific purposes and their controls; Order of February 1, 2013 relating to the delivery and use of medicines employed by establishments approved as users of animals for scientific purposes).
The Site is not intended in any way whatsoever to provide health or pharmaceutical advice, or consultation in these fields. Consequently, the Visitor or Customer acknowledges that the information contained on the Site is not intended, in any way whatsoever, to:
– Provide medical advice;
– Provide a diagnosis;
– Replace the consultation, advice or recommendations of a health professional.
ARTICLE 5 – PRICES
Services are provided at the Company’s rates in force on the day the order is placed, in accordance with the offer previously drawn up and accepted by the Customer.
Rates are net and exclusive of tax.
Invoices are drawn up and sent to the Customer according to an agreed schedule, corresponding to the progress of the Services.
The conditions for determining the cost of services for which the price cannot be known a priori nor accurately indicated, as well as the method of calculating the price enabling the latter to be verified, will be communicated to the Customer or will be the subject of a detailed quotation, at the Customer’s request in accordance with the provisions of article L 441-1, III of the French Commercial Code.
ARTICLE 6 – TERMS OF PAYMENT
I – Payment term
The agreed payment term may not exceed 30 days from the invoice date (art L 441-10 of the French Commercial Code).
II – Order validity
All orders are subject to verification of feasibility and acceptance by the Company.
Orders must be confirmed in writing, by means of a quotation or order form duly signed by hand or electronically by the Customer and the Company.
Acceptance of the order by the Customer is confirmed by e-mail.
Any modifications requested by the Customer will only be taken into account, at our sole discretion, and on the condition that they are notified in writing at least 7 days before the date scheduled for the start of the Services ordered, after signature by the Customer of a specific order form and possible price adjustment.
ARTICLE 7 – PERFORMANCE OF SERVICES
I – Models selection
In all cases, the selection of the models is made in agreement with the customer. The Company proposes models adapted to the Customer’s needs. The Company undertakes to use the agreed model. During the contract review, the impact of any deviations requested by the Customer is examined before the service is carried out.
II – Order cancellation
In the event of cancellation of the order by the Customer after its acceptance by the Company less than 3 days before the date scheduled for the provision of the Services ordered, for any reason whatsoever other than force majeure, the deposit paid at the time of ordering, as defined in the article “Payment conditions – Payment deadlines” of these General Terms and Conditions, shall be automatically forfeited to the Company and may not give rise to any reimbursement whatsoever.
III – Delivery timeframes
Delivery timeframes are specified by the Company when the order is placed.
IV – Transmission of study reports
The study report is sent to the Customer and to the recipients designated when the order is placed, by electronic means (e-mail). The electronically signed report or the original paper edition of the study report, validated by a signatory, are authentic and replace any partial results to which the Customer may have had prior access.
The Company also provides advice, information and guidance on the scope and purpose of the service. However, the interpretation and use of experimental results are the sole responsibility of the Customer.
It is expressly agreed between the parties that the transfer of the study report is subject to full payment of the price, in accordance with article 2367 of the French Civil Code.
ARTICLE 8 – COMPANY’S LIABILITY
The Company has an obligation of means but not results in relation to the performance of preclinical pharmacological studies.
The Company ensures the security of its computer system and the confidentiality of Customer data.
The Company may only be held liable in the event of gross negligence, duly proven. In all cases, compensation shall apply only to foreseeable, direct, personal and certain damage suffered by the Customer, to the express exclusion of all indirect and immaterial damage or prejudice.
The Customer may not claim damages if the Company’s failure to perform its obligations or the delay in performance is due to force majeure, an act of God or an external cause.
The Customer expressly guarantees the Company against any claim or recourse by a third party, on any grounds whatsoever, relating to requests for preclinical pharmacological studies or to data communicated to the Company.
ARTICLE 9 – INTELLECTUAL PROPERTY
The Company and the Customer retain ownership of their results, inventions, ideas and all intellectual property rights created outside or prior to the Contract. Unless otherwise specified, no technical resources used or created for the performance of the Services, including but not limited to methodologies and tools, test facilities, know-how, computer resources, software and all related intellectual property rights, are transferred to the Customer.
The Customer shall indemnify and hold harmless the Company from and against any and all claims and actions brought by the beneficiary of any intellectual property right or uncontrolled use of the Services performed under the Contract.
The Company shall indemnify and hold the Customer harmless against any claim or action brought by the beneficiary of an intellectual property right or the uncontrolled use of the Services performed under the Contract.
The Customer alone is entitled to use and exploit the results included in the final version of the report for which the Services were performed.
The Customer is the sole owner of the results relating to the Services and of the intellectual property rights pertaining thereto.
ARTICLE 10 – PERSONAL DATA
The company is responsible for processing personal data.
The Company carries out computer processing of personal data collected from customers.
These data are recorded in the customer file and are essential for order processing.
This information and personal data are also stored for security purposes, in order to comply with legal and regulatory obligations. They will be kept for as long as is necessary for the execution of orders and any applicable guarantees.
Access to personal data will be strictly limited to employees of the data controller, authorized to process them by virtue of their functions.
The customer is entitled to lodge a complaint with the personal data protection delegate of the Commission Nationale de l’Informatique et des Libertés.
ARTICLE 11 – UNFORSEEABLE CIRCUMSTANCES
The present General Terms and Conditions of Sale expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the French Civil Code for all transactions involving the Sale of Services by the Company to the Customer.
ARTICLE 12 – EXCEPTION OF NON-PERFORMANCE
The provisions relating to the exception of non-performance are set out in article 1219 of the French Civil Code. This exception to non-performance may also be used as a preventive measure, in accordance with the provisions of article 1220 of the Civil Code. In particular, the Company may immediately suspend performance of the Services in the event of non-payment of an invoice or failure by the Customer to comply with one of its obligations.
ARTICLE 13 – FORCE MAJEURE
If either party is delayed or prevented from performing any act required hereunder for reasons beyond its reasonable control, including, but not limited to, strikes, lockouts, labor disputes, health crises (pandemics and epidemics), inability to procure customer materials, other materials or services, power failures or restrictive governmental or judicial orders, or decrees, riots, insurrections, wars, acts of terrorism, cyber-attacks, ransomware attacks, natural disasters, inclement weather or other reasons or causes beyond such party’s control, performance of such act (except payment of amounts due) shall be excused for the duration of such delay, and the delay or failure to perform shall not be deemed a breach of the Service Agreement or the applicable Plan of Study; provided that the party invoking force majeure under this Section 13 first notifies the other party in writing and uses reasonable commercial efforts to bring the force majeure event to an end. The provisions of article 1218 of the French Civil Code apply to cases of force majeure.
It is expressly agreed that, in addition to exceptional sanitary or climatic contingencies beyond the control of the Parties, force majeure shall include declared or undeclared war, general labor strikes, epidemic diseases, quarantine, fire, accidents beyond the control of both Parties.
In the event of force majeure, established by one of the Parties, it must inform the other as soon as possible in writing. The other Party will have ten working days to take note of the situation. The deadlines set for the delivery of services will be automatically postponed according to the duration of the force majeure. During this suspension, the Parties agree that the costs generated by the situation will be borne by the prevented party without limitation.
The Party observing the event must immediately inform the other Party of its inability to perform and justify this to the latter. The suspension of obligations shall under no circumstances give rise to liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties.
Performance of the obligation is suspended for the duration of the force majeure event if it is temporary and does not exceed 45 days. Consequently, as soon as the cause of the suspension of their mutual obligations has disappeared, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the Party prevented will notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act. If the impediment is definitive or exceeds a duration of 45 days, the contract will be purely and simply terminated in accordance with the terms defined in article 14.2 “Termination for force majeure”.
ARTICLE 14 – CONTRACT TERMINATION
I – Termination for non-performance of a sufficiently serious obligation
The Party suffering the default may notify the Defaulting Party by registered letter with acknowledgement of receipt, of the wrongful termination of the present contract, 15 days after receipt of a formal notice to perform which has remained unsuccessful, in application of the provisions of article 1224 of the French Civil Code.
II – Termination for force majeure
Termination by operation of law on grounds of force majeure may only take place 15 days after receipt of a formal notice served by registered letter with acknowledgement of receipt or by any extrajudicial act.
ARTICLE 15 – SETTLEMENT OF DISPUTE
Any dispute relating to the performance and/or interpretation of these General Terms and Conditions of Sale and Services shall be submitted to the Commercial Court of Clermont-Ferrand.
The Parties agree to do their utmost to resolve amicably any disagreements that may arise from the interpretation, performance or termination of the commercial relationship between the Company and the Customer.
Any dispute arising from the interpretation, performance or termination of the contractual relationship established between the Company and the Customer, as well as any acts resulting therefrom, which cannot be resolved amicably between the Parties within thirty working days of their occurrence, shall be submitted to the jurisdiction of the Clermont-Ferrand Commercial Court, notwithstanding any incidental claim or any third-party appeal, or in the event of multiple defendants, except in application of the provisions of article D. 442-3 of the French Commercial Code concerning restrictive competition practices. This jurisdiction clause applies even in the event of summary proceedings.
ARTICLE 16 – GOVERNING LAW AND CONTRACT LANGUAGE
All contractual relations between the Company and the Customer arising from the application of these General Terms and Conditions of Sale, and any special agreements that may be entered into, and all disputes arising therefrom, whatever their nature, shall be subject in all respects to French law.
These General Terms and Conditions are governed by French law.
They are written in French and English.
Should they be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.