GENERAL CONDITIONS OF SALE
ARTICLE 1. PURPOSE AND SCOPE
These general terms of sale (hereinafter named “GTS”) constitute, according article L441-1 of the French commercial code (Code de commerce), the sole basis of the commercial negotiation between EVOLUTION INTERNATIONAL, on the one hand and the Customer, on the other hand ("the Parties").
The purpose of these GTS is to define the conditions under which EVOLUTION INTERNATIONAL (hereinafter named « EVOLUTION INTERNATIONAL ») shall provide to the Customers (hereinafter named “Customer”), products and services (hereinafter named « the Products and/or Services ») including but not only:
- Sale of doses,
- Sale of embryos,
- Sale of insemination's material,
- Sale of monitoring's material,
- Sale of animals.
Any order of Products and/or Services addressed to EVOLUTION INTERNATIONAL implies Customer's unreserved acceptance and full adherence to these GTS. These GTS prevail over any other of the Customer's document and apply to all sales of Products and/or Services by EVOLUTION INTERNATIONAL unless otherwise expressly agreed in writing by the Parties. All other documents than these GTS including catalogues, prospectuses, advertisements, instructions, are for information only and have no contractual value.
EVOLUTION INTERNATIONAL reserves the right to modify the Products and/or Services appearing on its catalogs and/or prospectuses, in appropriate manner, without affecting the essential characteristics and performance of the Products.
ARTICLE 2. ORDERS
All orders made by Customers to EVOLUTION INTERNATIONAL must be in writing. Sales of Products and/or Services are concluded only after express and written acceptance of EVOLUTION INTERNATIONAL. After acceptance by EVOLUTION INTERNATIONAL, orders are irrevocable and no order can be canceled and/or ceded by the Customer without the express and written agreement of EVOLUTION INTERNATIONAL.
In the event that EVOLUTION INTERNATIONAL authorizes the cancellation of an irrevocable order, the Customer commits to pay to EVOLUTION INTERNATIONAL at least 20% of the total price of the order in order to compensate the damage EVOLUTION INTERNATIONAL suffered because of the cancellation.
The offers of Products and/or Services are only valid while stock lasts.
ARTICLE 3. DELIVERY
3.1 - DELIVERY TIMES: Unless expressly agreed otherwise, the delivery times are given only for informative and indicative purposes and failure to respect them by EVOLUTION INTERNATIONAL, or any delay, cannot imply the cancellation of the order by the Customer and/or the payment of damages.
However, EVOLUTION INTERNATIONAL endeavors to respect the delivery times indicated on the acceptance of the order and to execute orders, except case of Force Majeure, or circumstances beyond its control as defined article 8 of these GTS.
In any case, the Customer can protest against any delay of delivery if he does not comply with its obligations towards EVOLUTION INTERNATIONAL. In particular if the client is in late in the payment or if EVOLUTION INTERNATIONAL was not in possession, in due time, of informations or necessary documents to delivery, like import license.
3.2 - DELIVERY CONDITIONS: The deliveries are made according to the commercial terms provided by Commercial Documents (exclusively order form, proforma invoice, invoice or contract). In absence of any mention regarding delivery on the Commercial Documents, the following delivery rules should be applied:
- All delivery by road : Incoterm 2020 « EX WORKS » ;
- All delivery by air: Incoterm 2020 « EX WORKS ».
ARTICLE 4. RECEPTION
4.1 - PRODUCT'S COMPLIANCE: the Customer must verify the conformity of the products (appearance, absence of defect, quantity, documents of transport, etc...) at the time of the reception. In absence of reserve or protest expressly made by the Customer during the reception, the delivery by EVOLUTION INTERNATIONAL shall be deemed compliant with quality and quantity of the order. No claim may be validly accepted by INTERNATIONAL EVOLUTION in the event of failure by the Customer to comply with the following:
The client is responsible, in the event of damaged or missing products, to express required notification by specifying so on the document proving the delivery. Any product that has not been subject of formal notification and jointly specified in the document proving the delivery, with a copy to EVOLUTION INTERNATIONAL, shall be deemed accepted by the client.
In case of non-conformity proved and certified by EVOLUTION INTERNATIONAL, EVOLUTION INTERNATIONAL have to exchange at its own expense in consideration of availabilities or repay the non-compliant Product(s). The non-conformity of a Product shall not give the right to payment of damages for the Customer.
4.2 - LIABILITY DURING THE DELIVERY: EVOLUTION INTERNATIONAL's liability shall not be claimed for facts during transportation, including destruction, damages, loss or theft, even if it chose the carrier or forwarding agent.
4.3 - RETURNS: No return of Products will be made without writing agreement of EVOLUTION INTERNATIONAL. The return costs will be repaid by EVOLUTION INTERNATIONAL only in the event of non-conformity of products expressly certified by EVOLUTION INTERNATIONAL.
In the event that the returned products are conformed, the return costs will be at the exclusive expenses of the Customer, who will also paid a fit amount of 500 € in order to cover the expenses inherent to the constitution of return files of the Products. Only the carrier or forwarding agent chosen by EVOLUTION INTERNATIONAL is allowed to return the Products unless specific agreement to the order between Parties.
4.4 - INSTRUCTIONS: Returnable packaging materials delivered by road should be made available to the carrier designated by EVOLUTION INTERNATIONAL within three (3) days after delivery. Returnable packaging materials delivered by air, should be returned to EVOLUTION INTERNATIONAL's production station (5 Rue de la Libération, 35140 Saint-Aubin-du-Cormier, France) in the same condition and at the Customer's cost within fifteen (15) days from their delivery. Failing their return or in the event of damages, the packing material shall be charged to the Customer based on the deposit price.
ARTICLE 5. GUARANTEE
The Customer shall inform EVOLUTION INTERNATIONAL immediately in writing if a latent defect is found. No action in this area may be initiated by the Customer more than ten (10) working days after the discovery of the latent defect. Beyond that time, EVOLUTION INTERNATIONAL's guarantee ends automatically. Thus, it is formally agreed that upon the expiration of that time, the Customer may no longer claim product non conformity, or use it as a defense counter claim in a suit for debt collection initiated by EVOLUTION INTERNATIONAL.
Customers are professionals, latent defects is to be understood as a quality defect and/or a lack of characteristics that can be normally expected from such products, in no event shall EVOLUTION INTERNATIONAL be bound by a duty to perform.
In all cases, are excluded from any guarantee:
- Visible defects no notified by the Customer during the delivery or the removal of the Products.
- Normal defects or damages caused by use, defects caused by negligence, another use than the one for which the Products were designed, misuse, miseconservation, improper storage or failure to comply with the installation instructions, care guide, best state of art for installation, usual care and maintenance advice or the usual zootechnical criteria ;
- Defects or damages related to the absence of compatibility of qualities of the Products with environment in which they are used and not declared by the Customer during the order ;
- The modified Products ;
- The unpaid Products by the Customer and/or not regularly acquired with EVOLUTION INTERNATIONAL.
EVOLUTION INTERNATIONAL is bound under the guarantee for latent defect to replace, without cost, defective products, without possibility for the Customer to claim any damages for any reason.
From the delivery of the Products, the Customer, as a professional qualified, is the sole liable of their use (including cleaning, storage, safe use for itself, others and his animals...), conservation and maintenance. The Customer ensures EVOLUTION INTERNATIONAL that he has all the technical knowledge necessary to use the Products delivered and that he is aware of safety instructions related of the Products.
ARTICLE 6. PRICES/INVOICING/PAYMENT
The price agreed between the Parties is set at order date. It appears in the order form sent to the Customer. The Customer has three (3) working days to express its refusal. After that time, the price shall be deemed accepted by the Customer.
The price of Products sold by EVOLUTION INTERNATIONAL is always given free of taxes. Unless expressly agreed otherwise by EVOLUTION INTERNATIONAL, this price includes exclusively the price of the Products and does not include, not exhaustively, the followings expenses:
- Customs clearance costs,
- The costs of setting up the export/import files,
- Insurance costs.
The price shall be payable in priority by bank transfer to EVOLUTION INTERNATIONAL.
Products and/or services are payable according to the terms provided by the invoice and agreed by the Parties. Any amount outstanding upon its term mentioned in the invoice shall result, automatically, and in addition to a compensation of 40 euros, to the payment of penalties set to ten (10) times the legal interest rate until the complete payment by the Customer.
Failure of payment allows EVOLUTION INTERNATIONAL, all rights and actions reserved, to refuse supply other Products and/or Services until complete payment. In addition, EVOLUTION INTERNATIONAL reserves the right to bring the matter before the Business Court of RENNES (FRANCE) to have the failure remedied, under a penalty per late day.
In case of risk of insolvency of the Customer and/or in case of recovery difficulties, and/or all other reason of a similar nature, EVOLUTION INTERNATIONAL may require all guarantees, deposit, reduced payment period and/or cash settlement before the execution of the orders.
ARTICLE 7. RETENTION OF TITLE
Notwithstanding the transfer of risk of the Products, Product's property is not transferred until full payment of the price by the Customer, in principal and related amounts, even in the event payment extension terms are granted. Any clause providing the contrary shall be deemed invalid.
By formal agreement, EVOLUTION INTERNATIONAL may exercise its rights under this title reservation clause, for any of its debts, on all its products in the client's possession, such products being deemed to be the unpaid products, and EVOLUTION INTERNATIONAL may then get back or claim them as damages for its outstanding invoices, without prejudice to its right to terminate all current orders.
After sending an injunction, EVOLUTION INTERNATIONAL may unilaterally prepare or have prepared an inventory of its products in the Customer's possession, on the expenses of the Customer, and the Customer hereby agrees to give access to its facilities, and to ensure that the identification of the company's product is always possible.
ARTICLE 8. FORCE MAJEURE - HARDSHIP
Are defined as events of Force Majeure regarding the EVOLUTION INTERNATIONAL's obligations, the events beyond its will and that cannot be reasonably predicted, the effects of which cannot be avoided by appropriate measures, prevents the performance of its obligation by the debtor. It will be so in all circumstances, even if they do not fall in the previous definition, act of war, explosion, vandalism, robbery, riots, civil commotion, terrorism, breakdown, fire, storm, floods, strikes, lockouts, acts of government, embargo, epidemic or risk of epidemic, mutation, abnormality or phenomenon affecting the Products, shortage of raw materials, supplying difficulties, administrative ban on moving Products for sanitary reasons, regulatory changes applicable to the current Agreement or to the Products, participants in the EVOLUTION INTERNATIONAL's offices and/or at the suppliers and/or providers on which depends EVOLUTION INTERNATIONAL. To the extent a change of circumstances makes the fulfilment of EVOLUTION INTERNATIONAL’s obligations so much difficult or excessively expensive, EVOLUTION INTERNATIONAL will be able to suggest to the Customer a renegotiation of the terms and conditions of the order, pursuant to Article 1195 of the French Civil Code.
ARTICLE 9. DISPUTES
9.1 - JURISDICTION: Any dispute in connection with the implementation, interpretation, execution of these GTS and any sale agreement entered into by EVOLUTION INTERNATIONAL, or with the payment of the price, shall be brought before the court of RENNES (FRANCE), whatever the place of order, delivery and payment and payment method, even if there are guarantee call, incidental claim, interim relief or several defendants.
9.2 - GOVERNING LAW: Any dispute relating to these GTS and to the sales they cover shall be governed by French law, excluding any other law.
9.3 - TOLERANCE: No tolerance, regardless of the magnitude or duration, of which EVOLUTION INTERNATIONAL will demonstrate to the Customer in respect of any of its obligations, shall waive any right to demand at any time strict respect.