GENERAL TERMS AND CONDITIONS OF SALE
CEVA BIOVAC S.A.S.
(not applicable to the sales made on the website www.ceva-mybiogenix.com)
Export 2023
Version applicable as of January 1st, 2023
Article 1. SCOPE
These General Terms and Conditions of Sale apply, in their entirety, to any and all sales of veterinary products (hereinafter the “Products”), including autovaccines, reagents and allergenic products, made by CEVA BIOVAC S.A.S company (hereinafter “CEVA BIOVAC”), on its own behalf and/or on behalf of the company CEVA SANTE ANIMALE S.A., with the exception of the sales of Products made on the website www.ceva-mybiogenix.com, to veterinary entities, producer groups, distributors of veterinary products, pharmacies, and any other client located in any country of the world, except France (hereinafter the “Client(s)”).
The act of placing a Product order implies the full and complete acceptation of these General Terms and Conditions of Sale (“GTCS”), unless otherwise agreed in writing by CEVA BIOVAC in a specific contract. Except otherwise agreed in writing between CEVA BIOVAC and the Client, these GTCS exclude the application of any and all general terms and conditions of purchase or any other document issued by the Client, regardless of the terms thereof.
Should, at any given time, CEVA BIOVAC fail to invoke any of the provisions of the present GTCS whatsoever, this shall not be interpreted to be a waiver of its right to invoke any of said terms or conditions at a later point.
These GTCS may be modified at any time and without prior notice by CEVA BIOVAC. In such case, the modified version of the GTCS shall then be applicable to all subsequent orders.
CEVA BIOVAC reserves the right to make any modifications at any time that it so deems useful to its Products or which result from the regulations applicable to them, it being specified that such modifications shall not give rise to a modification or cancellation of the concerned orders by the Client.
Article 2. ORDERS
2.1. Acceptance: Orders become binding only once they have been expressly accepted by CEVA BIOVAC. Accepance may result from the shipment of the Products. CEVA BIOVAC reserves the right to refuse any order below 100 euros.
2.2. Cancellation – Modification: After acceptance of an order by CEVA BIOVAC, no modification or cancellation of the order by the Client shall be taken into account unless it has been expressly agreed in writing by CEVA BIOVAC. A request for cancellation or modification to an order refused by CEVA BIOVAC shall result in the full payment of such order by the Client.
In the event that CEVA BIOVAC (i) is unable to produce the Products, for any reason whatsoever or (ii) is no longer authorized to sell the Products following a decision of the regulatory authorities, CEVA BIOVAC reserves the right to cancel any order or delivery of the concerned Products and the Client shall not be entitled to claim any compensation whatsoever.
Article 3. PRICE
3.1. Products are invoiced at the prevailing price as of the day of the order. Except otherwise agreed in writing between CEVA BIOVAC and the Client, all Products prices shall be net, exclusive of VAT and do not include, without limitation, any transportation and insurance costs. No discount shall apply for early payment. Any reductions shall not constitute a vested right for the Client regardless of any reductions previously granted and regardless of the number or extent of such reductions, so long as the conditions for the granting of such reductions have not been fulfilled.
3.2. CEVA BIOVAC reserves the right to modify the prices of its Products at any time. CEVA BIOVAC undertakes to inform the Client of said change at least fifteen (15) days prior to the effective date thereof.
Article 4. TERMS OF PAYMENT
4.2. Early payment: The Client shall inform CEVA BIOVAC in case of payment difficulties and/or insolvency proceedings against it. In such a case, CEVA BIOVAC reserves the right to demand prepayment for all orders placed by the Client or any other guarantee, such as a bank guarantee, before delivering the Products. Should the Client refuse such prepayment without offering any sufficient guarantee to CEVA BIOVAC, CEVA BIOVAC may refuse to fulfil the order(s) placed and to deliver the concerned Products and the Client shall not be entitled to any compensation whatsoever.
4.3. Non-payment:
4.3.1. Suspension – Termination: In the event of non-payment, even partial non-payment, of an invoice on its due date, CEVA BIOVAC reserves the right to suspend any current and/or future delivery and to terminate any current order and the Client shall not be entitled to claim any compensation whatsoever. This option is also available to CEVA BIOVAC where there are multiple orders if the Client has not paid one of them.
4.3.2. Lateness penalties: As contemplated by these GTCS, non-payment is understood to mean any amount not received as of the due date stipulated in Article 4.1. Any amount not paid when due shall automatically and without further notice result in payment by the Client of penalties in accordance with article L.441-10 of the French Code de commerce, calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation raised by 10 percentage points. This interest shall accrue automatically starting on the day following the due date shown on the invoice in application of article L.441-10 of the French Code de commerce. The Client shall owe CEVA BIOVAC, as of right, a lump sum of 40 euros, net of taxes, for collection costs. Should the costs incurred by CEVA BIOVAC be greater than that amount, all collection costs incurred shall be exclusively borne by the Client, except for those situations where restructuring, receivership, or court-supervised bankruptcy proceedings prohibit the payment, when due, of the amounts in question.
4.3.3. Any and all deductions, offsets, or reductions made unilaterally by the Client shall be treated as a failure to pay and shall result in the application of the above-stated sanctions.
Article 5. DELIVERY – TRANSFER OF RISK
5.1. Except as agreed otherwise in writing between the Client and CEVA BIOVAC, Products are sold on a CIP basis (place of delivery designated in the invoice) as this term is defined by the ICC’s Incoterms® 2020. The delivery of the Products shall take place, and risks shall be transferred from CEVA BIOVAC to the Client in accordance with the applicable Incoterm.
5.2. The delivery lead times mentioned in the order acknowledgments are provided for informational purposes only as they depend particularly on the availability of the Products and the order in which orders arrive, the selection of carrier, its availability, and the mode of carriage. The stated lead times shall, furthermore, be suspended automatically should any event outside of CEVA BIOVAC’s control occur having the consequence of delaying delivery or in the conditions of article 4.3.1 above. CEVA BIOVAC is authorized to make complete or partial deliveries. Overruns in delivery lead times shall result neither in damages nor in withholdings nor in the cancellation of current orders.
5.3. Except in case of apparent non-conformity of the delivery, the Client must take possession of the Products upon their arrival at the agreed site designated in the order.
If the Client refuses to take possession of the Products, CEVA BIOVAC shall be entitled to terminate the order, to dispose of the Products, to bill the Client for the total amount of the corresponding order, as well as all costs incurred to recover the Products.
Article 6. CLAIMS
6.1. Pursuant to article L.133-3 of the French Code de commerce, in case of damaged and/or missing Products, the Client shall express all necessary reservations on the carriage document or delivery note upon receipt of the Products and confirm them in writing by registered mail with return receipt within three (3) days following the Products delivery. The Client shall also inform CEVA BIOVAC of these reservations as quickly as possible and, in any case no later than three (3) days following the delivery.
6.2. The Client shall be responsible to provide all proof (including samples, delivery notes, batch numbers, and other information shown on the packaging) giving evidence of the damaged and/or missing Products. In case of failure to meet the above conditions, the Products shall be considered as conforming and all claims of the Client of whatsoever nature shall be deemed waived.
6.3. When, after inspection, damaged or missing Products are ascertained by CEVA BIOVAC or its agent, the Client shall only be entitled to request the replacement of the damaged Products and/or missing Products, without the Client being entitled to claim any compensation or termination of the order whatsoever.
Article 7. RECALL OF BATCHES
For medicines, the Client undertakes to implement a Product traceability system that will allow it to notify Products recipients and collect said Products in case of batch recall at CEVA BIOVAC’s initiative or at the request of the competent authorities.
Section 8. CONDITIONS FOR USE OF THE PRODUCTS
8.1. Use: the Products must be used by persons authorized to administer them who must scrupulously follow the conditions for use of the Product as defined in the leaflet of the Products. Under no circumstances shall CEVA BIOVAC be held liable for the harmful consequences arising from the Products’ use not complying with the terms validated by the competent authorities and/or described in the Products specifications or in the Products leaflet.
8.2. Specific warnings: specific warnings as specified in the leaflet of the Products must be strictly followed. Consequently, CEVA BIOVAC shall not, under any circumstances, be held liable for incidents due to non-compliance with these specific prescribing, storage and usage conditions and any claim that may arise therefrom.
8.3. Follow-up of the Products administration: should it become aware of the occurrence of any adverse event (whether serious or not) or any incorrect use, the Client undertakes to inform the qualified person responsible for pharmacovigilance at CEVA BIOVAC within forty-eight (48) hours after the discovery of such adverse event or incorrect use, to the following email address: pharmacovigilance.biovac@ceva.com.
Article 9. GUARANTEES – RESPONSIBILITY
9.1. CEVA BIOVAC warrants that the Products, upon delivery, shall be free from defects and shall conform to the prescription of the vet and/or the Products specifications. In addition, CEVA BIOVAC warrants that it manufactures its autovaccines and allergenic Products according to good manufacturing practices (GMP) and carries out associated procedures, such as inactivation and sterility checks. The Client acknowledges that Products are not tested for efficacy. Any claim regarding a defect or non-conformity of the Products shall be made by the Client to CEVA BIOVAC within five (5) days as from the discovery of such non-conformity.
The guarantee is strictly limited to the replacement of those Products that have been acknowledged by CEVA BIOVAC as being defective and/or not-conforming. The Client shall not be entitled to claim compensation of any kind or cancellation of its order.
9.2. In no event shall CEVA BIOVAC or its affiliates be liable to the Client or any third party for special, punitive, incidental, indirect, consequential or exemplary damages or costs (including legal fees and expenses), or loss of goodwill or profit in connection with any claim arising from the sale of Products by CEVA BIOVAC to the Client, even if CEVA BIOVAC and its affiliates were advised of the possibility of such damages or for direct damages which do not result from CEVA BIOVAC’s gross negligence or wilful misconduct.
9.3. CEVA BIOVAC declines any and all liability where the Client intervened on the Products, if the Products have been mixed or incorporated to other products, as well as in the case where the Products have been sold and/or used after their expiration date, or where the storage has not conformed to the instructions shown on the packages or instructions for said Products. Consequently, the Client shall be liable for any and all damages caused to the Products and/or to any third party as a result of Products that have been thus made defective.
Article 10. RETURN OF PRODUCTS
No return shall be accepted by CEVA BIOVAC, unless priorly agreed by CEVA BIOVAC in writing, via fax or email issued by CEVA BIOVAC. Any Product returned without CEVA BIOVAC’s prior written approval shall not give rise to the replacement of such Product.
The Client shall bear the carriage fees and risk during return in all cases. To the extent applicable, the Products shall be returned in their original packaging or boxes and shall not have been used. Expired Products shall neither be returned nor exchanged.
Any destruction of Products by the Client shall be subject to CEVA BIOVAC’s prior consent. The Client shall provide CEVA BIOVAC with the certificate of destruction issued by the company in charge of the destruction of the Products.
Article 11. RESERVATION OF OWNERSHIP CLAUSE
Delivery does not result in transfer of ownership. Notwithstanding the date of transfer of risk associated with the Products, CEVA BIOVAC retains ownership of the Products up until there has been full payment of the price in principal and fees pursuant to article L.624-16 of the French Code de commerce. Payment is understood to mean receipt of funds on CEVA BIOVAC’s account.
The Client shall store the Products in such manner as to be identifiable as the property of CEVA BIOVAC. The Client undertakes to inform CEVA BIOVAC of any fact or event capable of compromising its right of ownership.
Article 12 .INSURANCE
The Client shall, at its cost and expense, obtain general liability insurance, including coverage for public and product liability, in an amount reasonably adequate to cover its potential liability in relation with the Products. Such general liability insurance shall cover goods in care and custody.
Article 13. FORCE MAJEURE
CEVA BIOVAC shall under no circumstances be liable for damages arising directly or indirectly from the delay or default in the performance of its obligations under these GTCS if such delay or default is due to a force majeure event, which shall be any event beyond the reasonable control of CEVA BIOVAC, including but not limited to shortage of supply, wars, embargoes, and pandemics.
Article 14. INTELLECTUAL PROPERTY
The trademarks under which the Products are sold are the exclusive property of CEVA BIOVAC and/or its affiliates. Except with CEVA BIOVAC’s prior written consent, the Client shall not be entitled to use said trademarks for purposes other than the promotion and sale of the Products.
These GTCS do not imply any transfer of patent rights or any other industrial property rights whatsoever from CEVA BIOVAC to the Client regarding the Products sold.
Article 15. PERSONAL DATA PROTECTION
CEVA BIOVAC and the Client undertake to comply with their obligations in accordance with the Regulation 2016/679 (“General Data Protection Regulation”) as well as any applicable laws and regulations of a Member State of the European Union. In the context of the processing of contact data, CEVA BIOVAC and the Client undertake to process data relating to their respective interlocutors in accordance with the regulations, in particular with a view to ensuring the exercise of their rights by the persons concerned. For further information, please refer to https://www.ceva.com/en/Footer-s-links/Privacy-policy2.
Article 16. ETHICS AND COMPLIANCE PRINCIPLES
The Client agrees that it will at all times abide by the Ceva Group Business Ethics & Principles For Business Partners policy found at www.ceva.com/en/Who-are-we/Ethics-and-Compliance. The Client’s failure to comply with such policy may result in cancellation of the pending orders and/or termination of the Client as a CEVA BIOVAC business partner.
Article 17. APPLICABLE LAW AND JURISDICTION
The GTCS shall be governed by French law.
Should there be a dispute respecting the interpretation and execution of these GTCS, and failing an amicable settlement, CEVA BIOVAC and the Client shall submit said dispute to the competent courts of Paris and shall do so even in the event of impleader, interlocutory appeals, or where there are multiple defendants.