Dino

Terms and Conditions of Use

Article 1 - Application

The General Sales Conditions are applicable to all sales concluded by MP BIOMEDICALS Europe (hereinafter referred to as the Seller). Despite whatever provisions may be used by the buyer(s) in their documents, and specifically in their respective purchase documents, the provisions contained in the instant document shall in all cases prevail and govern the transaction. Should the buyer raise an objection with regard to the application of the present Conditions, MP BIOMEDICALS will have the right to refuse the sale or delivery. These General Conditions of Sales appear on the reverse side of each purchase order, confirmation of purchase order, bill, and credit statement and shall be systematically communicated to all buyers upon request in order to allow them to place orders with the Seller. The act of placing an order with the Seller implies total and complete compliance with these General Conditions of Sale. MP BIOMEDICALS life science products and reagents are sold for research and developmental purposes only.

Article 2 - Orders

Other than in the instance where an order has been placed through an employee or an agent of the Seller, all orders placed by the buyer shall be in written form and shall be confirmed in writing by the seller. In the event the order is placed through an employee or an agent of the Seller with a new client, an order and acceptance in writing will be required. The acceptance of an order by the Seller may also result in the shipment of the ordered goods. A signature on an order form definitively binds the buyer. The Buyer is also definitively bound by acceptance of the goods delivered. The benefits of the order are personal to the buyer and cannot be assigned without the Seller's prior agreement. The Seller reserves the right to modify his products, under any and all circumstances, to the extent he deems necessary, without the concurrent obligation to modify previously delivered goods or those under contract of delivery. The Seller reserves the right to modify without any prior notice any listed items in any advertising material or catalogues.

Article 3 - Rates - Price reductions

Products are offered FCA Free Carrier according to the ICC Incoterms (Edition 2000) at the Sellers' warehouse. Unless otherwise instructed, the seller will contract for carriage on usual terms at the Buyer's risk and expense. The quoted prices are without duties, at the warehouse site and before any taxes. All duties, taxes or levies due to the French authorities or any other authority through which or to which the goods are to be transported are the exclusive responsibility of the Buyer. The Seller shall provide an invoice to the Buyer with each delivery of the products, and which will include, should the case occur, the cost of transportation. There is no minimum order requirement. However, orders received for less than 50 € (excluded VAT), or £ 35 or CHF 80 will be charged with an administration and handling fee equal to the difference between the product value and the above mentioned minimum price. The Seller reserves the right to amend prices or to discontinue products or sizes without prior notification.

3.1 Rates: Products are offered at the quoted rates based on the current price list of the seller. The price list is communicated to each buyer who can also get access to it on the website of the Seller. The prices quoted in this price list are valid for the period stated on the list, taking into account and adjusting for the fluctuations in the rates of exchange. Special orders by the buyer shall be subject of a special price quotation to the buyer that is to be to be accepted in advance.

3.2 Price Reduction The buyer can receive price reductions, rebates, and discounts based on quantities ordered under the conditions and circumstances outlined in the annexes to the Seller's price list that have been contemporaneously communicated to the buyer.

Article 4 - Conditions of Payment

Invoices must be paid within thirty days of their issuance. Should the credit worthiness of the client change, the Seller reserves the option to request payment upon order and before shipment or upon delivery. Unless otherwise accepted by the Seller, payments must be made by wire transfer, without any bank fees for the Seller. In the event of late payments or of the payments of monies after the time periods contemplated by this agreement, late fees shall be added and calculated in the following manner: 20% per year on the amount, including taxes, due and owing of the unpaid balance shall be automatically added to the amount without any formalities or any other requirements or notice. Unpaid late fees for an entire year shall, in their own rights, be subject to the interest charges as mentioned above, without thereby limiting any of the other rights or actions that the Seller may have against the buyer for the late payment for goods. As well a supplementary 40€ lump sum will be charged for cash-collection fee. In the event of late payment or no payment for the goods as contemplated by this agreement, The Seller reserves the right, among others, to suspend or to annul the delivery of the goods ordered by the buyer and terminate any of the obligations that he may have obligated himself to or to diminish or annul any of the rebates for which the buyer may have become eligible. In the event that payment is made through payment of a negotiable instrument or through a check, the payment shall only be effective after it has been credited to the Seller's bank account. In the event of non-payment of all amounts due and owing on a date certain, as in the instance of the buyer not meeting some or any of his obligations, after the expiration of eight days after the receipt of a demand letter, the sale may be automatically considered to be null and void by the Seller who also may reclaim possession of his goods without prejudice to any claims for damages or interests. The rescission of the contract may be applicable not only on the sale at hand but also on any and all other previously unpaid transactions, whether delivered or not, whether outstanding or not. In the event of installment payments, the non-payment of a single payment shall cause the acceleration of all future installment payments to become due and payable immediately without any further notice. In all events described above, the amounts due and owing for other deliveries, or for any other matter shall also become immediately payable if the Seller has not exercised his options of rescission on those respective deliveries. All litigation expenses and costs, including attorney's fees and costs of all other ministerial acts incurred by the Seller in the recovery of any amount due shall be borne by the buyer. No payment can be delayed nor offset without the advance consent of the Seller. All partial payments shall be first allocated to the oldest debt. In the event of default of payment by the buyer, an amount equal to 15% of the unpaid amount with a minimum of 70 € shall be due and owing to the Seller as liquidated damages. The buyer hereby acknowledges that these amounts cannot be subjected to any offset or reductions

Article 5 - Reservation of Rights

The transfer of ownership of the merchandise to the buyer by the Seller shall only occur upon the payment in full of the purchase price of the merchandise, liquidated damages and interest thereon, if any. It shall be the responsibility of the buyer to obtain and maintain and when requested to do so, provide evidence thereof, insurance coverage for the value of the merchandise sold by the Seller and any other risks. In the event of loss or deterioration of the merchandise, the payment of the insurance indemnity will be made to the Seller. In the event of non-payment of one of the scheduled payments for whatever reason or in the event that the Seller has a reasonable belief that the buyer is not going to be able to meet his financial obligations, the Seller may, without prejudice to any of his other rights to payment, give notice by certified letter, Return Receipt Requested (RRR), or through judicial process on a demand therefore, demand the immediate return of all merchandise of the Seller in the possession of the buyer at the expense and risk of the buyer. The Seller may also direct that an inventory of all merchandise in seller's possession or in that of his proper clients, be conducted at the seller's expense. In addition to the costs of reclaiming the merchandise and the associated costs of transportation, the buyer shall be liable for all litigation costs, attorneys' fees, costs of all other ministerial acts and court costs. In the event of non-payment or insolvency, the buyer is forbidden from disposing of the merchandise through sale or any other method. He shall provide, on demand, the names and addresses of all persons who may have purchased the merchandise, including the purchase price thereof.

Article 6 - Delivery

The Seller shall in no event be held responsible for any delay in the delivery of merchandise. Deliveries shall be made at the location indicated on the order form or, in the alternative, at the buyer's corporate domicile. In the event of a change in delivery location by the buyer, all subsequent modifications of the costs of transportation shall be automatically charged to the buyer. Any such changes in delivery location must be provided to the Seller at least 15 days in advance of the date provided in the purchase order. The buyer is responsible for the determining of the condition of the merchandise upon delivery. In the event of objections or reservations, concerning apparent defects or non-conformity of the merchandise, the buyer must notify the Seller, in writing, within 3 days of the delivery of such goods, including the day of delivery. Unless timely objected to, the merchandise delivered by the Seller shall be deemed to conform to the norms of quality and quantity specified in the purchase order. The buyer shall attach to his notice of reservation or objection all supporting documentation, including the delivery order and shall by certified letter, Return Receipt Requested (RRR), notify the seller and the transport agent within the same time restrictions. No claim shall be honored if not made within the time limits herein established.

Article 7 - Transfer of risks

The transfer of the risk of loss or deterioration of the merchandise shall occur immediately upon the merchandise leaving the Seller's control. Merchandise shall be transported at the buyer's risk and any claim for damages should be addressed to the transport agent in accordance with all applicable rules and regulations then and there in existence. Article 8 - Responsibilities of the Seller - Guaranties The merchandise delivered by the Seller, in accordance with existing laws, is guaranteed against any hidden defects, defective materials, or fabrication affecting the delivered products which may render them unfit for their intended use for a period of 30 days (12 months for instruments), beginning with the date of delivery to the Buyer.

Article 8 - Responsibilities of the Seller - Guaranties

The merchandise delivered by the Seller, in accordance with existing laws, is guaranteed against any hidden defects, defective materials, or fabrication affecting the delivered products which may render them unfit for their intended use for a period of 30 days (12 months for instruments), beginning with the date of delivery to the Buyer. No action can be taken after the use by date mentioned on the merchandise or its packaging. Any action taken by the Seller on the subject of guarantees shall not, in any event, extend the period of guarantee. The guarantee does not cover any improper usage by the consumer of the merchandise nor does it apply after any damage to the merchandise by the buyer or the consumer, negligence or failure of proper maintenance by the buyer or any of his clients or as a result of any event of Force Majeure. In order to enforce any of these rights, the buyer must inform the Seller in writing of any defects together with supporting evidence and/or documentation within 3 days of the discovery of any such defect or will otherwise waive all rights arising hereunder. The buyer, his agents or employees shall facilitate the Seller's access to any such defective merchandise as well as to any of his customers so affected in order to remedy such defects without intervening himself. Only the Seller may decide to replace the products thereof deemed defective.

Article 9 - Returns

Any and all returns of merchandise are subject to the prior agreement of the seller. Agreement may be refused if not and shall not give rise to any further rights. Buyer shall bear all costs and risk of any returns. All agreed upon returns, after a qualitative and quantitative examination of the merchandise, shall entitle the buyer a credit. In the event of non-conformity or of a defect acknowledged by the Seller under the conditions outlined in Article 6 of this general Sales Agreement, the buyer shall, at the option of the Seller, have the right to either replacement of the merchandise or be entitled to a refund and waiving any and all further claims to damages, indemnity or interest.

Article 10 - Regulatory requirements

Since most of the Products of the Seller are sold for research and developmental purposes, the Seller assumes that the user is a competent professional who will take safety precautions and get required authorizations which are appropriate to the type and quantity of material in question. Exportation or re-exportation of some of the Sellers' products may require certain prior special licenses or authorizations. As for radioactive materials, the Seller is required to verify the buyers' authorization to receive and to possess them, prior to any shipment. Article 11 - Applicable law-Jurisdiction This General Sales Agreement shall be interpreted in accordance with French law.

Article 11 - Applicable law-Jurisdiction

General Sales Agreement shall be interpreted in accordance with French law. The seller shall be allowed to bring any action before the appropriate courts of Strasbourg, France or before the appropriate courts of the buyer's corporate domicile. The buyer may only bring an action against the seller before the appropriate courts of Strasbourg, France.