Depending on the context, and unless otherwise stipulated, (i) the word “Buyer” or “you” in these terms and conditions must be understood to refer to any client, prospect, distributer, partner or contracting party; (ii) the word “Contract” to any proposal, quote, purchase order, sales contract, agreement or any other contract between the parties; (iii) the word “Product” or “Equipment” to any machine, goods, item or accessory designed, manufactured and/or marketed by Aseptic Technologies, including services related or not.
These terms and conditions exclusively cover all contractual relations between Aseptic Technologies (referred to as “AT” in the general terms and conditions) and the Buyer Buyer’s general or special terms and conditions are not enforceable against Aseptic Technologies. Any contract signed by the parties automatically implies the acceptance of these terms and conditions by the Buyer. Only any special conditions indicated in the contract or purchase order, or agreed in writing by the parties, can override them.
All information stated in our offers, quotations, commercial literature, price list or appearing on our World Wide Web are provided for general purpose only and shall not be binding upon us unless expressly endorsed in writing by an authorized signatory of the company.
Determination of the suitability of the purchased products or equipment for any contemplated usage shall be the sole responsibility of buyer and AT shall have no responsibility in that regard. Subject to additional limitations under existing industrial property rights, Buyer is hereby informed that vials or aseptic filling equipment supplied hereunder can only be used for vaccines, cell therapy and other injectable substances for human or veterinary applications. Buyer will assume all risks and liabilities for any losses, damages, expenses or costs arising out of the use, possession or resale of the products or equipment furnished hereunder and will hold us harmless for the same.
Written offers will be binding upon us solely with regard to product or equipment commitments expressly mentioned therein for the duration of the stated acceptance period. Prices for products or equipment shall be those in effect at the time of such offer issuance and AT reserve the right to amend these prices at our sole discretion for any future transaction. Any quotes or proposals produced by AT are without obligation and valid for a maximum of 3 months following the document date.
Orders shall be deemed accepted by us upon receiving our initial offer counter-signed by buyer’s duly authorized signatory within the stated acceptance period, subject to availability of stock.
Buyer may cancel any order in whole or in part at any time after acceptance provided buyer compensates us for all costs and expenses with regard to products, raw materials, labor, parts, services and supplies incurred or to be incurred by us because of that accepted order cancellation, without prejudice for us to claim compensation for lost profits or interests arising from the same.
Should buyer be liable for any breach of obligations under any accepted order and does not remedy such breach within seven (7) business days from a proper notice to that effect, or should buyer fail to provide us, upon request, with adequate assurances of future performance or become insolvent or there is filing by or against buyer of a petition in bankruptcy, reorganization or other insolvency proceeding, AT will be authorized to terminate any accepted orders without further notice and without liability, indemnification or reimbursement whatsoever and shall further reserve the right to claim compensation for any and all damages sustained by reason of such breach.
Unless otherwise agreed in writing, payment of our invoices shall occur 30 days net from date of our invoice and shall be made in euro to one of our bank account IBAN BE76 0013 7833 1095 / BIC GEBABEBB or IBAN BE31 1796 1224 7755 / BIC COBEBEBX, all bank charges, if any, will be at charge of the Buyer. If payment is not received within due date, AT may apply late payment charges on any outstanding balance without prior notice to buyer at a rate equivalent to the legal interest rate applicable in Belgium for commercial transactions as well as an incompressible liquidated damage of two hundred fifty (250) euros to cover late payment management charges. Compensation between amounts due to or from buyer, whatever the reason, is hereby specifically prohibited.
Our prices are exclusive of national, state or local taxes that may apply on the transfer of our products or equipment, and which shall be paid for by buyer. All such taxes will be set forth by us as separate items on our invoices or on buyer’s generated self-bills, as the case may be. AT reserve the right to adjust our prices at any time before the payment due date should there be any change in applicable custom duties or taxes.
Delivery or installation dates are given for information purpose only and are not legally binding upon us. Unless otherwise agreed in writing, product or equipment delivery shall be FCA Gembloux ICC IncotermsÒ 2010. Should buyer refuse or fail to take delivery of the same when placed at his disposal, our responsibility shall be exclusively limited to the reasonable storage of such products or equipment at buyer’s costs and risks. Risk of loss to all products or equipment supplied hereunder shall pass to buyer in accordance with applicable ICC IncotermsÒ 2010 and buyer will be responsible for notifying in due time against us or against the relevant carrier any reservations or claims for visible damages or missing quantities, if any. Failure by buyer to provide such notice of visible damages at delivery or of missing quantities within seven (7) calendar days from delivery will be deemed a waiver from buyer for all claims with respect to said visible damages or missing quantities.
Transfer of Title
AT retain title to our products or equipment until they are fully paid for. However, prior to such full payment, buyer is authorized to use process or resell our products or equipment within the normal course of his business provided said products or equipment are not pledged or offered as securities to any creditor. Should buyer process or resell such products or equipment, buyer hereby irrevocably assigns to us either the monies or proceeds from such sales or the title into the resulting processed products or equipment as an unconditional guarantee for the payment of our rights.
The warranty period is of 12 months for defects in Products and begins at delivery. When delivery is delayed for reasons for which AT cannot be held responsible, the warranty period shall end no later than 12 months after notification of readiness for delivery. For replaced or repaired parts, no new warranty period begins to run.
AT only warrant that our products and equipment will, at the time of delivery and for their specific usage periods, conform to their current or agreed technical specifications and tolerances, that AT will convey good title to such products and equipment and that such products and equipment will be delivered free from any lawful security interest, lien or encumbrance. This limited warranty is in lieu of all other, written or unwritten, express or implied, warranties and AT expressly disclaim any express or implied warranty of merchantability or of fitness for a particular purpose with regard to said products or equipment.
Products and equipment shall be deemed conforming when quantity and/or quality values are within tolerance limits stated in our specifications or as specifically agreed with buyer as well as when they are within the customary tolerance limits of the trade.
Remedy for non-conformity
Upon delivery and in any event within three (3) months from said delivery, buyer shall thoroughly inspect our products and equipment against their specifications for determining any qualitative non-conformity and shall further notify us in writing in case of any non-conforming product or equipment. Failure by buyer to provide us with this written notice within this three (3) month period will be deemed a waiver from buyer for all non-conformity claims with respect to said products or equipment. If requested by us, any allegedly non-conforming product or equipment must be returned to our attention at our own costs and buyer admits that such product or equipment return shall never be considered as an admission of liability in any way. Our liability for any claim or cause of action for proven non-conforming products or equipment is expressly limited, at our sole discretion, to either the replacement or repair of products or equipment shown to be other than as warranted or the reimbursement of the purchase price effectively paid for such products or equipment, and AT further disclaim liability for any consequential damages, loss of profit or business interruption arising out of the same. Additionally, including for cases of gross negligence, our liability for bodily injuries is irrevocably limited to five hundred thousand (500,000.00-) euros per occurrence.
Intellectual and industrial property rights
AT expressly disclaim any written or verbal, express or implied, warranty against patent infringements with respect to the use of our products or equipment. Buyer is hereby also informed that applications of our products or equipment may be limited by third Parties IP rights and buyer shall first obtain a valid usage license from such party prior to implementing any such applications. All names, logos, trademarks and distinctive signs appearing on our sales materials as well as on our products or equipment are registered marks or are protected by intellectual property rights and buyer acknowledges that the use, reproduction or representation of the same on any support is strictly prohibited without the prior consent from their legitimate owners.
Strike, floods, fires, transport disruptions or stoppages, scarce resources, including energies, or allocated raw materials or parts, significant accidents and, in general terms, any and all events outside our immediate control which prevent or delay, in part or in full, the manufacture, shipment or delivery of our products or equipment shall authorize us to delay or suspend, in part or in full, the manufacture, shipment or delivery of said products or equipment without any liability.
Buyer acknowledges the receipt and accepts these terms and conditions of sales by accepting any of our offers or by paying any of our invoices. These terms and conditions of sales, together with the terms of our relevant offer, form the integrated agreement with buyer and any conflicting terms appearing on buyer’s form, purchase orders, documents or correspondence of any kind, whether prior, concomitant or subsequent to said offer, is hereby irrevocably excluded unless specifically and expressly accepted by us in writing. Nullity of any clause therefrom shall not void the rest of these terms and conditions of sales.
Neither party shall be liable in damages or have the right to terminate this agreement made between the parties, for any delay or default in performing this agreement (other than for delay in the payment of money due and payable herein) if such delay or default is caused by conditions beyond its control and occurring without fault or negligence, including, but not limited to failure of suppliers, subcontractors and carriers, shortages or failure to secure necessary materials or machinery, computer bugs, acts of god, government restrictions, sickness, labor disputes, strikes, wars, insurrections, riot, fires, flood, storm, earthquake, epidemic, power failures, loss or destruction of essential equipment or premises, and/or any other cause beyond the reasonable control of the party whose performance is affected. The party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay caused. If such period is extended by more than six (6) months, or if it becomes reasonably certain that the further performance of the order is rendered impossible, then either party shall have the right to terminate this agreement upon 30 days written notice to the other, without damages for any party except otherwise agreed by the parties.
Information exchanged between AT and the Buyer for the purpose of fulfillment of the contract may not be used for other purposes, reproduced or disclosed to third parties. The Buyer is required to keep AT secrets, know-how, inventions, developments, whether or not protectable, strictly confidential. Any publications or media releases concerning the activities for and with AT, are subject to preliminary AT agreement in writing.
Applicable Law and Place of Jurisdiction
These General Terms and Conditions of Sales are governed by the Belgian laws. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are not applicable. Any dispute arising from the contractual relationship shall be submitted to the exclusive jurisdiction of Liège, division Namur, Belgium.
Valid starting from January 13, 2017. Cancels and replaces all former versions.