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Aseptic Technologies – Terms & Conditions
Depending on the context, and unless otherwise stipulated, (i) the word “Buyer” or “you” in these General 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” to any machine, goods, item or accessory designed, manufactured and/or marketed by Aseptic Technologies, including (where applicable) related services.
These General Terms and Conditions exclusively cover all contractual relations between Aseptic Technologies (referred to as “AT” in these General Terms and Conditions) and the Buyer. Buyer’s general or special terms and conditions are expressly excluded and are not enforceable against Aseptic Technologies. These General Terms and Conditions are expressly incorporated into and made part of any Contract between AT and Buyer for the purchase of Products. Special conditions indicated in the Contract will however prevail on these General Terms and Conditions.
Sales Information
All information stated in our offers, quotations, commercial literature, price list or appearing on our website are provided for information purpose only and shall not be binding upon AT unless expressly agreed in writing by an authorized signatory of AT.
End Uses
Determination of the suitability of the Product for any contemplated usage shall be the sole responsibility of Buyer and AT shall have no responsibility in that regard. Buyer alone will assume all risks, obligations and liabilities for any use of the Products for any purpose in any country.
Buyer is hereby informed that the use of the AT-Closed Vial® Technology being subject to industrial property rights, the related Products may only be used for vaccines, cell therapy and other injectable substances for human or veterinary applications (the “Field of use”). Buyer alone will assume all intellectual property risks and liabilities for any use of the Closed Vial® Technology Products for any purpose outside the Field of use.
Offers and Prices
Written offers will be binding upon AT solely with regard to Products expressly mentioned therein for the duration of the stated acceptance period in the Contract. Products’ prices are those in effect at the time of such offer issuance and AT reserves the right to amend these prices at our sole discretion for any future Contract. Except otherwise stated in writing, any quotes or proposals produced by AT are without obligation and valid for a maximum of three (3) months following the date on which such quotes or proposals are offered by AT to Buyer in writing.
Order Acceptance
Orders shall be deemed accepted by AT upon receiving our initial offer counter-signed by Buyer’s duly authorized signatory within the stated acceptance period, subject to availability of stock.
Order Cancellation
Buyer may cancel any order in whole or in part at any time between acceptance and delivery provided Buyer compensates AT for all costs and expenses with regard to products, raw materials, labour, parts, services and supplies incurred or to be incurred by AT because of that accepted order cancellation, without prejudice for AT to claim compensation for lost profits or interests arising from the same.
Order Termination
Should Buyer be liable for any breach of obligations under any accepted order and not remedy such breach within fifteen (15) business days from a proper notice to that effect, or should Buyer fail to provide AT, 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.
Payment Terms
Unless otherwise agreed in writing, payment of our invoices shall occur thirty (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, 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 eight (8) per cent per year as well as an incompressible liquidated damage of two hundred fifty (250) euros to cover late payment management charges. The Buyer may not set off amounts which he owes to AT with amounts due by AT without the prior written consent of AT.
Taxes
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 AT 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 Terms and apparent defects
Unless agreed otherwise in writing, delivery or installation dates are given for information purpose only and are not legally binding upon AT. Unless otherwise agreed in writing, product or equipment delivery shall be FCA Gembloux ICC Incoterms 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 Product at Buyer’s costs and risks. Risk of loss to all Products shall pass to Buyer in accordance with applicable ICC Incoterms 2010 and Buyer will be responsible for notifying in due time against AT 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 apparent 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 apparent damages or missing quantities.
Transfer of Title
AT retain title to Products until they are fully paid for. However, prior to such full payment, Buyer is authorized to use process or resell Products within the normal course of his business provided said Products are not pledged or offered as securities to any creditor. Should Buyer process or resell such Products, Buyer hereby irrevocably assigns to AT either the monies or proceeds from such sales or the title into the resulting processed Products as an unconditional guarantee for the payment of our rights.
Warranty
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.
Indemnity
Buyer will defend, indemnify and hold harmless AT and its affiliates (the ‘AT Indemnified Companies’) for any and all liability, and reasonable direct costs (including law firm’s fees and external experts fees) necessary to the defence of any claim brought against them by an injured third party relating to harm, damages and losses associated with the death, physical, mental or emotional injury, illness, disability, property loss or damage or business interruption (together, the ‘Losses’) suffered by that injured third party of as result of any use (by the Buyer or by any other user) of the Product.
AT Indemnified Companies shall promptly inform the Buyer of any claim brought against them, stating the nature and basis of the claim in question and the claimed Losses.
The indemnification obligation above does not apply where it is demonstrated by a court that the Losses are the result of defects in the manufacturing of the Product that are actually caused (‘actual cause’ refers to a cause or factor without which the event could not have occurred) by the willful misconduct of AT.
Tolerances
Products 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 or defect
Upon delivery and in any event within three (3) months from said delivery, Buyer shall thoroughly inspect our Products against their specifications for determining any non-conformity or defect and shall further notify us in writing in case of any non-conforming or defective Product.
Subject to the clause titled “Warranty” in these General Terms and Conditions, The warranty period is twelve (12) months for non-conformity or defects in Products, starting from delivery. For replaced or repaired parts, no new warranty period begins to run. Buyer will notify any defect in the Product as soon as practicable and in any event within fifteen (15) days of discovery. Buyer will be liable for all damages suffered by AT due to late notification or non-conformity or defect.
Failure by Buyer to initiate legal action against AT within three (3) months from delivery, for non-conformity, and within twelve (12) months from delivery, for defect, will constitute a waiver and result in Buyer’s rights being forfeited and any legal action in relation with the alleged non-conformity or defect being inadmissible.
If requested by AT, any allegedly non-conforming or defective Product must be returned to our attention at our own costs and Buyer admits that such Product 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 or defective Product is expressly limited to either the replacement or repair of Products shown to be other than as warranted or the reimbursement of the purchase price effectively paid for such Products, and AT further disclaims liability for any consequential damages, loss of profit or business interruption arising out of the same.
Additionally, including in case of gross negligence, our liability 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 Product. All names, logos, trademarks and distinctive signs appearing on our Products or sales materials cannot be used, reproduced or represented without the prior consent from their legitimate owners.
AT warrants that AT has acquired all rights and licenses to design, develop, manufacture and sell AT-Closed Vial® Products, i.e. Crystal® filling equipment and AT-Closed Vials®, for use in the Field of use. To its best knowledge, AT is not aware of any restriction on the use of the AT-Closed Vial® Technology in the Field of use.
At the date of the transfer of property of the Product, AT provides to the Product user and its successors and assigns, an irrevocable, non-exclusive worldwide royalty-free license to fill containers and sell filled containers using the AT-Closed Vial® Technology delivered by AT (or third parties approved by AT) inside the Field of use.
Contingencies
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 AT to delay or suspend, in part or in full, the manufacture, shipment or delivery of said products or equipment without any liability.
Acknowledgement and Acceptance
Buyer acknowledges the receipt and accepts these General Terms and Conditions of sales by accepting any of our offers, by placing orders to AT or by paying any of our invoices. These General Terms and Conditions of sales, together with the terms of our relevant offer, form the Contract between AT and 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 AT in writing.
Force Majeure
Neither party shall be liable in damages or have the right to terminate these General Terms and Conditions made between the parties, for any delay or default in performing these General Terms and Conditions (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, pandemic, labour 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 these General Terms and Conditions upon thirty (30) days’ written notice to the other, without damages for any party except otherwise agreed by the parties.
Confidentiality
Information exchanged between AT and the Buyer for the purpose of fulfilment of the Contract may not be used (other than for performing the Contract), reproduced or disclosed to third parties. The Buyer is required to keep AT secrets, know-how, inventions, developments, whether or not protectable, strictly confidential for the duration of the Contract and for a period of ten (10) years thereafter. Any publications or media releases concerning the activities for and with AT, are subject to preliminary AT agreement in writing.
Severability
If any provision of these General Terms and Conditions or of the Contract shall for any reason and to any extent be determined to be invalid or unenforceable under applicable law, then such invalidity or unenforceability shall not affect the remainder of these General Terms and Conditions and of the Contract. The parties agree to replace any such invalid or unenforceable provision with a valid and enforceable provision designed to achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provision.
Applicable Law and Place of Jurisdiction
These General Terms and Conditions and the Contract are governed by the laws of Belgium. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are not applicable. Any dispute arising out of or relating to these General Terms and Conditions or the Contract shall be submitted to the exclusive jurisdiction of the courts Liège (division Namur) in Belgium.
Valid starting from 01 September, 2021. Cancels and replaces all former versions.