Copyright & sales information
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© 2004-2016 Bio-Logic SAS, 4 Rue de Vaucanson, Seyssinet-Pariset, F-38170, FRANCE. All rights reserved.
Bio-Logic Science Instruments®, VSP®, VMP®, EC-Lab®, BioMEA® are registered trademarks of Bio-Logic SAS
Our instruments are not intended to be used and should not be used in human experimentation or applied to humans in any way.
Bio-Logic Sales Terms & Conditions
1. Application of these terms and conditions
The conclusion of the contract implies the acceptance of the present conditions contained herein except for specific conditions written in the offer. These conditions shall prevail over any purchase conditions.
2. Validity of the contract
The validity of Bio-Logic’s offer is three (3) months from the date of its issuing unless stated otherwise in the specific conditions written in the offer.
The minimum amount of any order is 150 € excluding duties, tax and shipping charges.
No order issued by the Buyer shall be binding for Bio-Logic unless in writing on Buyer’s purchase order form and after Bio-Logic’s written acceptance or performance.
To be binding any variation between the order and the offer must be formally accepted in writing by Bio-Logic.
3. Effective Date
The Contract shall come into force on the day of its signature by both Parties or at any time before by mutual written agreement of the Parties.
4. Contractual documents – Order of precedence
The Contract shall be governed by the following documents:
Bio-Logic’s offer including these Terms and Conditions
The Buyer’s order
The General Purchasing Terms and Conditions of the Buyer
In event of conflicts or discrepancies within or between those documents, precedence shall be given to the documents in the numerical order specified above.
If Bio-Logic and the Buyer have entered into a distribution agreement, governing the terms on which the Buyer will distribute Products of Bio-Logic, the provisions of the Distribution Agreement will prevail over these conditions to the extent of any inconsistency.
5. Prices of the Products
Prices are quoted and payments shall be made in Euros unless stated otherwise in the specific conditions.
Prices are exclusive of VAT or any applicable sales, excise, import or Custom duties. Prices shall include where applicable freight charges and insurance charges. Prices are exclusive of any packaging imposed by the Buyer. Bio-Logic shall have the right to increase its prices for Services or Products in proportion with insurance according to the final destination of the Products.
6. Terms of payment
All payments shall be made in accordance with the payment terms mentioned in the contract.
Payment of the Price for the Products shall be made by the Buyer upon order by Swift bank transfer or by irrevocable and confirmed documentary credit payable at sight in France.
Bio-Logic may decide to grant to the Buyer a time for payment of thirty (30) days from invoice date if Bio-Logic considers that the Buyer produces sufficient guarantees.
Partial deliveries can lead to the corresponding invoice.
Any invoiced amount which is not paid when due shall bear an interest equal to the interest rate applied by the European Central Bank to its most recent main refinancing operation plus ten percentage points.
Bio-Logic reserves the right to exercise any of its lawful remedies if the Buyer does not make payments when due. The Buyer shall promptly reimburse Bio-Logic for all costs and expenses, including attorneys’ fees incurred by Bio-Logic in collecting sums due it hereunder.
Should the Buyer delay payment, Bio-Logic may change the terms of payment for future deliveries.
7. Delivery – Transport
All delivery dates are estimates only and the time of delivery shall not be of the essence of the Contract.
In no circumstances shall Bio-Logic be liable to compensate the Buyer in damages or otherwise for late delivery or non-delivery of the Products or any of them or for any loss consequential or otherwise arising there from.
The Products shall be delivered ex-works Claix (France) according to the Incoterms 2010 (ICC Publication N° 715EF), unless otherwise expressly agreed upon between Bio-Logic and Buyer.
The time for delivery proposed or accepted by Bio-Logic is counted from the reception by Bio-Logic of the acceptance by the Buyer of the conditions of the order.
In the case of a documentary credit, the time for delivery is counted from the notification to Bio-Logic by the advising bank of a valid and correctly established documentary credit.
From delivery, as defined above, the Buyer shall bear all the costs and risks of transportation of the Products.
Any claim on the delivered Products must be made in writing within one (1) week from delivery.
Partial deliveries are allowed.
8. Acceptance of the Products
Specific conditions may provide for an acceptance procedure.
9. Transfer of title
Notwithstanding the delivery, the property of the Products shall not be transferred to the Buyer until full payment of their price. Bio-Logic may claim title to the Products for which a single term of payment has not been paid by the Buyer. From the delivery the Buyer bears all the costs and risks relating to the Products.
Some Products are sold with associated software which is the property of Bio-Logic and is protected by law.
The Buyer has the right to use the software in accordance with the instruction manual and user guide provided by Bio-Logic with the Products. The Software is either delivered as a cd-rom with the Product or downloadable from Bio-Logic website (http://www.bio-logic.info). For registered users upgrades can be downloaded from Bio-Logic web site (http://www.bio-logic.info/).
The Buyer commits:
to protect the software of any disclosure or any use which would breach a relating license or the present terms and conditions of sale;
to destroy or to restore to Bio-Logic replaced software, according to Bio-Logic’s instructions;
not to reproduce the software, nor to copy, to translate, to adapt, to change or to modify all or any part of the software.
Source codes shall not be handed to the Buyer.
11. Force majeure
Bio-Logic shall not be liable, directly or indirectly, for any delay or failure in performance of any obligation under the Contract, including any delivery obligation, where such delay or failure arises or results from a cause beyond Bio-Logic’s reasonable control, or beyond the reasonable control of Bio-Logic’s suppliers or contractors, including, but not limited to strike, boycott or other labor disputes, embargo, governmental regulation, inability or delay in obtaining materials, acts of God, war, earthquake, fire, or flood.
Should a cause of force majeure continue for more than three months, either party shall have the right to terminate the Contract.
12. Warranty and limitation on warranty
Bio-Logic warrants that the Products conform to Bio-Logic’s specifications and shall be free from any defect in material and workmanship for a period of 12 months from their delivery provided that the Product has been operated at all times in accordance with the instruction manual and user guide.
Bio-Logic’s obligation under this warranty shall be limited to repair or exchange (at Bio-Logic’s option) of the Products or parts thereof which are shown to Bio-Logic’s reasonable satisfaction to have proved defective under the conditions of this article.
The warranty does not apply :
to the accessories and consumables sold by Bio-Logic ;
to repairs and replacements resulting from normal wear of the Products, lack of care, improper use of the Products, materials supplied or design requested by the Buyer or the customer.
if Bio-Logic determines that a problem is caused during or as a result of shipment or relocation;
if Bio-Logic’s serial number has been removed or defaced from the Product;
if a problem arises from or is based on Bio-Logic’s compliance with Buyer’s specifications.
if the Buyer has opened or dismantled the Product.
Bio-Logic makes no other warranty, express or implied, to the Buyer, and the Buyer shall make no warranty with respect to the Products on behalf of Bio-Logic.
WARRANTIES HEREIN SET FORTH SHALL BE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Bio-Logic shall not be liable for damages resulting from the lack of advice or warning or from improper or wrong advice or warning given by the Buyer to its customers (for instance operation instructions not given to the customer), or from modifications brought to the Products without Bio-Logic’s agreement
13. Return policy
Product shall be returned to its original packing and must be clean, i.e. exempt from any chemical or radioactive product.
13.1 Product under warranty
No Product shall be returned to Bio-Logic by the Buyer without the prior written authorization of Bio-Logic called Return Material Authorization (RMA). When Bio-Logic has authorised a Product to be returned under warranty, the buyer shall send it freight prepaid to Bio-Logic.
Return freight shall be paid by Bio-Logic. Bio-Logic warrants the repair done on the returned Product during three months. This is not an extension of the warranty specified in article 12.
13.2 After warranty
No product shall be returned before the sending by Bio-Logic of a quotation and its written acceptance by the Buyer. Return freights (round trip) shall be paid by the Buyer.
In the event the Buyer fails to make payment on an instalment, Bio-Logic shall within fifteen (15) days of such failure give written notice by registered mail concerning the delinquency. The Buyer must make full payment within fifteen (15) days after receipt of such notice, failure of which will result in termination of the contract.
Upon such termination, Bio-Logic shall have the right to require from the Buyer that he immediately returns the Products. The Buyer shall hold Bio-Logic free and harmless there from.
15. Intellectual property rights
Bio-Logic shall retain ownership of its studies, models, patterns, drawings and other documents. The Buyer shall not modify, copy or communicate to any third party the transmitted materials nor use them for another purpose than the use of the Products.
The Buyer shall respect the third party’s intellectual property rights.
16. Channels of communication
Any communication, notification or request shall be deemed to have been duly transmitted if delivered by courier, first class mail, e-mail or facsimile by either party to the other at the appropriate address or facsimile number as the parties shall have indicated to each other in writing.
In the event of a requirement for the electronic transmission of data and drawings between Bio-Logic and the Buyer, the Buyer shall make use of a system compatible with that in use at Bio-Logic.
In no event shall Bio-Logic be liable to the Buyer for consequential, indirect or incidental damages (such as non-resulting damage). Bio-Logic specifically disclaims any liability arising from representations or warranties made by the Buyer to any customer.
Bio-Logic also disclaims any liability for damages resulting of use of Products by a person who has not attended Bio-Logic training when such training is required to use the Products.
Bio-Logic is allowed to sub-contract part of the contract to sub-contractors.
19. Governing law
This Contract are governed by French law.
Should a dispute arise out of the Contract and could it not be settled amicably the commercial court of Grenoble (France) shall be competent. Notwithstanding this stipulation of a jurisdiction, Bio-Logic shall be allowed to lay the case in front of the Buyer’s court when Bio-Logic is the plaintiff.