General Terms and Conditions of Sale

General Terms and Conditions of Sale

PROGENUS S.A.

  1. Scope

The following General Terms and Conditions of Sale (the "Contract") apply, without restriction or reservation, to all offers and sales of products and services (the "Product(s)" and/or the "Service(s)") from Progenus (the "Seller") the registered office of which is rue Camille Hubert, 7A, 5032 Gembloux, Belgium, and the company number of which is BE 0476.355.815.

 

The Products and Services consist of direct sales of analysis or of reagents by telephone, email, online (non-exhaustive list) via the order forms and also any purchase via our online sales site www.progenus.be (the "Site"). This digital platform includes both an e-commerce area dedicated to online sales of DNA analysis for animals and a presentation of DNA analysis for the agri-food industry, laboratory kits and research services.

 

A customer or visitor to the site who wishes to purchase a PROGENUS product is referred to in these General Terms and Conditions using the term "the Customer".

 

Any order of a Product offered on the order forms or from a price quote or through the Site implies that the Customer has consulted and expressly accepted in advance these General Terms and Conditions as outlined in this document.

 

The Customer accepts these General Terms and Conditions of Sale explicitly by signing the order form or the price quote or, in the case of an online purchase, by clicking a box or checking a box adjoining the words ("I accept the General Terms and Conditions of Sale").

This contract contains the entire agreement of the parties as to its subject matter and replaces all existing contracts and all other oral, written or other communications between them as to its subject matter, provided always that the terms and conditions of this contract may be supplemented by a separate contract covering the description of the products and services, and the quantity, price and delivery timescales for those products and services. This agreement may not be modified by the Customer in any way whatsoever, except where a variation has been agreed to by the Seller.

Any variation to the terms and conditions of this agreement must have been approved in advance by the Seller's written consent. As such, all other general terms and conditions appearing on the purchase order or any other document from the Customer, such as his or her own general terms and conditions, do not apply. Any variation that the Seller has accepted is valid only for the specific order to which this variation relates and shall not automatically apply to subsequent orders or contracts.

The Seller reserves the right to amend this contract at any time. These amendments shall apply to all orders placed after their initial publication on the Seller's website: www.progenus.be

The Seller and the Customer may be prepared to negotiate and conclude in writing another contractual document to govern their commercial relationship (the "Specific Terms and Conditions"). These specific terms and conditions must form an integral part of the contract governing the relationship between the two parties (the Customer and the Seller). In the event of a discrepancy between the terms and conditions of the General Terms and Conditions and those of the Specific Terms and Conditions, the General Terms and Conditions shall take precedence over the Specific Terms and Conditions. However, if it is clearly stated that the Specific Terms and Conditions should replace, wholly or in part, the General Terms and Conditions, the Specific Terms and Conditions shall then prevail. If the replacement only applied in part then the Specific Terms and Conditions shall only apply to those specific points while the General Terms and Conditions shall prevail as to the unamended points.

No provision of this agreement may be considered to create a joint venture or other joint relationship. Neither of the parties has the actual, apparent or implicit authority arising from this agreement to create an express or implicit obligation on behalf of the other party.

 

Unless otherwise provided, for the purposes of this agreement, the expression "in writing" covers all written communication, whether sent by post or electronic means.

 

The Customer has been given the opportunity to save and print these General and/or Specific Terms and Conditions in order to keep them for future reference.

  1. Legal capacity and acceptance

 

The Products and Services consist of direct sales of analysis or of reagents by telephone, online, via the order forms and also any purchase via our online sales site www.progenus.be.

  1. Offers

 

Our offers are made in good faith and, except where expressly provided otherwise, PROGENUS is only bound by them for the stated period of validity.

An order shall only be taken into consideration by the Seller if it is made in writing (email, order form), signed and paid for, or, with respect to the e-commerce site, if the order has been placed and paid for.

The Customer and the Seller are bound from the moment the Seller receives the Customer's payment AND the Customer receives a confirmation, within 5 working days, of receipt of the order:  either by receiving his or her order invoice by email or post, or by receiving an email confirming receipt of his or her samples, or by receiving a purchase order number from the Customer's accounting department or the Customer's purchase order itself, or by confirmation email following an online purchase. If the Customer receives no confirmation it is incumbent upon him or her to contact Progenus.

A confirmed order may not be cancelled, it is therefore legally binding on the Seller and the Customer. If the Customer wishes to amend his or her confirmed order, the Seller reserves the right to accept or refuse the Customer's request.

Any price quote provided by the seller is valid for a maximum of thirty (30) calendar days unless otherwise stated in writing in the Seller's quote.

  1. Price

Prices are stated in euros either exclusive or inclusive of VAT, or both. Our prices may be amended without notice and shall apply for all orders placed after the publication of these amendments on the order forms.

We reserve the right to push back any new tax and increase in rates borne by the Customer even if the change falls after the confirmation of the placed order and the time of delivery.

The price for animal analyses includes the free dispatch of a sampling kit for each animal by post within Europe. For all other Products and Services, the prices only cover the provision of these Products and Services as described in the Specific Terms and Conditions. Packaging and shipping costs shall be invoiced separately to customers save for contrary provision in the specific conditions.

 

Payment

All our invoices are payable within 30 days from the invoice date, unless this is expressly waived, by bank transfer or via PayPal in the currency on the invoice (Euro). All payments must be made in line with the structured communication detailed on the invoice or, if made by normal communication, quoting the invoice number.

For genetic analyses on animals, the order must be paid up in advance for the analyses to be carried out. Once the payment has been recorded, the analyses will be scheduled at the laboratory. The Customer must therefore settle the invoice in full in order that the laboratory carry out the analyses and in order to receive the results of the ordered analyses once carried out. The Customer may settle the invoice by the following means: PayPal, bancontact, Mastercard, visa, maestro, banking applications.

Any order placed online is payable immediately using the payment methods offered on the e-commerce site www.progenus.be: PayPal, bancontact, Mastercard, visa, maestro, banking applications. Please note that your credit card will be immediately debited when the transaction is made.

Any invoice unpaid as of its due date shall entail a first reminder without late fees and shall then be followed, if no payment is recorded from the Customer, by the addition, automatically and without further notice, of interest at an annual rate of 10% of the outstanding sum and a penal clause of 10% with a minimum charge of €40.00 (forty euros) without prejudice to any other indemnity to which the Seller may have recourse in respect of the late payment. This is to cover the extra administrative costs incurred by the Seller, caused by the Customer's late payment.

Furthermore, the failure to pay an invoice on time will result in the suspension of delivery of the requested Products and Services for the order in question, but will also cause the other invoices to become payable immediately even if not yet due. All new orders shall also be suspended until payment of the pending invoices. The Seller may require at any time that the price and shipping costs be paid before delivery of the Products or the provision of the Services.

 

If, in the reasonable judgment of the Seller, the Customer's creditworthiness should deteriorate, the Seller has the right, even after partial fulfilment of the order, to require from the Customer such guarantees as the Seller shall deem, at its sole discretion, to be appropriate for the proper execution of the obligations undertaken. Should the Customer refuse, the Seller has the right to cancel all or part of the order.

The Customer must notify the Seller in writing of any complaint pertaining to the sums invoiced within fifteen (15) calendar days of the date of delivery of the invoice to the Customer, failing which the invoice shall be considered as irrevocably and fully accepted by the Customer.

No failure or delay by either party to exercise a right, an authority or a recourse pursuant to this contract shall constitute a waiver of the right, authority or recourse or of any other right, power or recourse pursuant to this contract.

  1. Orders

Orders shall be expressed as a multiple of the standard unit at the price in force on the date of the order.

 

  1. Delivery timescale

Delivery timescales are given on an indicative basis and are not contractually binding. They may not entail for PROGENUS S.A. any indemnity of any kind, nor cancellation of the order.

 

  1. Sending samples

Samples submitted for analysis are sent to PROGENUS S.A. at the sole risk and expense of the Customer. The Customer may ask PROGENUS S.A. for information on the optimal conditions to take and send samples. PROGENUS S.A. has the right to refuse to carry out an analysis where the sample turns out not to be compliant with the recommendations made by PROGENUS S.A.  PROGENUS takes the greatest of care in executing and/or recording each DNA test.

  1. Dispatch of analysis reports

An analysis report or certificate shall accompany each request for analysis made by the customer. They are sent by email to the email address given by the Customer when ordering (online, via order form, or email) or to the association (studbook, herbook, etc.) to which the customer belongs and which requires the documents to be obtained as defined in its rules of operation to which the customer has subscribed. The documents are sent electronically under the exclusive liability of the customer, and PROGENUS S.A. may in no way be held liable for problems relating to this electronic delivery. If the customer wishes to receive results by post, the analysis report or the certificate shall be sent to the address mentioned on the order form. The documents are sent under the exclusive liability of the customer, and PROGENUS S.A. may in no way be held liable for problems relating to this postal delivery. Unless specifically agreed by PROGENUS and the Customer, the invoice must be paid in order to receive the analysis results.

A paper duplicate of an analysis report or certificate entails a fee for the Customer, the price of which is that in force at the moment of the request, detailed in the general pricing scheme.

 

  1. Transportation

PROGENUS S.A. may only be held liable for missing or damaged items if the usual reservations have been lodged with the transporter within the appropriate timescales. No complaint may be accepted after 8 days have elapsed from the date of receipt of the goods.

  1. Acceptance of delivery

In the event that for whatever reason, the Customer refuses to take delivery of his or her order, PROGENUS S.A. has the right to pursue the execution of the contract or its rescission.

  1. Return of goods

Customers are informed that our products are neither returnable nor exchangeable. Our goods are however guaranteed by us for the period indicated on the packaging.

  1. Refund

Any refund given by us will be paid to the account used by you to make the payment. In the event of payment as against an invoice, the sum is paid back to the account from which the transfer was made. If you paid by PayPal or credit card the sum will be refunded to the bank account linked with this payment method.

  1. Retention of samples

The samples (in the form in which they were received or in the form of DNA) are retained for at least 4 weeks by PROGENUS S.A.  The Customer may however request, in return for payment, that PROGENUS S.A. either return the samples or keep them for a longer period to be defined between the two parties and at the customer's expense.

15. Cancellation of a sale

The Seller has the right to cancel the sale, as of right and without further notice, by informing the Customer of its intention by email or registered letter, in the event of a serious breach by the Customer of his or her contractual obligations, including for late payment of an invoice by more than 30 (thirty) calendar days, or if the Customer should fail to meet or run a serious risk of failing to meet one of its main obligations, even prior to that obligation being due.

If, following one of the above-detailed situations, the sale is cancelled, the Customer acknowledges that the extent of damages suffered by the Seller may be difficult to determine and, as such, the Customer shall be liable to the Seller for fixed-rate damages of fifty per cent (50%) of the total sale price of (i) all the Products and Services ordered by the Customer, but not yet delivered or provided to the Customer pursuant to this Agreement, and (ii) all the Products and Services ordered by the Customer and provided to the Customer over the preceding twelve (12) months pursuant to this Agreement. The Seller reserves the right, however, to claim a higher level of indemnification, on the condition that it is able to provide proof of its losses.

16. Complaints

Any complaint and/or objection from the Customer regarding a Service must be made exclusively by email to the address info@progenus.be, no more than 48 hours after the inciting event (no contract received within 24 hours of receipt), on pain of forfeiture.

Any complaint and/or objection from the customer regarding a Product must be made within seven (7) calendar days following the delivery of the product unless the Customer informs the Seller by registered letter, before the expiry of this period, of a detailed a specific complaint for non-conformity of the Product. This applies to all visible defects relating to the functioning and characteristics of the Product.

  1. Limit of liability

The seller's liability is strictly limited to replacement of the non-conforming Products or Services or reimbursement of their price, at the Seller's sole choice. It is incumbent on the Customer, not the Seller, to check that the Products and Services are appropriate and adequate for the intended use.

To the extent permitted by applicable legislation, the Seller may not be held responsible for costs or liability arising from or relating to the Products or Services, including damage or accidents involving individuals, damage to goods other than the Products or Services sold, loss of turnover or profits, damage to reputation, or any other prejudice arising directly or indirectly from the Products or Services, including defective Products and Services. Under no circumstances may the Seller be held responsible, pursuant to these General Terms and Conditions for any punitive, exemplary, indirect or consecutive damages, including loss of profits.

  1. Intellectual Property

The Seller makes no guarantee that the sale and/or use of its Products and/or Services, individually or in combination with other products, or as part of a process, do not infringe third party rights, including, without limitation, patents, trademarks or copyright of any third parties.

The Seller retains ownership of the intellectual property rights of which it is holder or applicant.  In particular, neither the Customer's order of Products or Services, nor its execution nor the delivery of the said Products or Services ordered, shall imply any assignment or transfer, nor any licence of the intellectual property rights of the Seller, including of any patent, mark or copyright of the Seller.

The Customer retains ownership of the intellectual property rights of which it is holder or applicant. In particular, the Customer's order of Products or Services shall not imply any assignment or transfer of the Customer's intellectual property rights, including the patents, marks or copyright of the Customer or of any one of its Subsidiaries or Branches.

Notwithstanding the foregoing provisions, if, in order to fulfil the order, the Seller has to use or implement intellectual property rights held by the Customer or that the Customer claims to hold, the Customer hereby grants the Seller a worldwide licence free of charge over these rights to use and implement these intellectual property rights solely to the extent necessary to fulfil the order.

PROGENUS complies with data protection regulations. A charter informing you of all of your rights and the policy of PROGENUS with respect to the processing of data is available on our website (www.progenus.be, under Privacy policy). Any question on this subject should be sent to the email address: info@progenus.be.

 

  1. Cancellation

If one of the clauses of this contract should for any reason be considered null and void, illegal or inapplicable, that clause shall be replaced by a valid, legal, applicable provision which best reflects the possible initial intention of the Seller, and the validity, legality or applicability of the other clauses shall not be affected nor diminished as a result.

 

  1. Competent jurisdiction

In the event of a dispute of any kind, only the courts of Liège (Belgium) shall have jurisdiction. Belgian law shall apply to any dispute relating to a PROGENUS service.