General terms and conditions

Applicable from 1 January 2023

Article 1 – Scope

All sales are subject to our Terms and Conditions of Sale as they appear on our website (www.jcebiotechnology.com) or available as a printed copy on request.

By placing an order, the Customer fully and unreservedly accepts these Terms and Conditions of Sale, which apply to the exclusion of all other documents. Barring JCE’s formal written acceptance, no special terms and conditions will take precedence over these Terms and Conditions of Sale. Therefore, any other terms or conditions proposed by the Customer will not be binding on JCE unless expressly accepted.

Should JCE not invoke any of the provisions herein at any time, this shall not be construed as a waiver of its right to subsequently invoke the said provisions.

Article 2 – Orders

All orders must be placed in writing or sent by fax or email to JCE’s principal place of business at ZA Bioparc – Rue Michel Renaud – 03270 Hauterive – France, failing which they will not be considered.

Orders must be confirmed by JCE by acknowledgement of receipt in the form of a fax, email or simple letter bearing the JCE stamp.

The Customer is required to confirm receipt and acceptance of the contents of the acknowledgement of order receipt issued by JCE within 24 hours of receiving the same.

Orders will only become firm and final, and their content approved, once JCE has received the above confirmation from the Customer.

If a Customer places an order with JCE without having paid for a previous order or orders, JCE may refuse the order and decline to deliver the goods concerned, in which case the Customer will not be entitled to claim any compensation for any reason whatsoever.

Article 3 – Order Amendment

Any order amendment must be notified in writing by the Customer and, in order to be binding, a new acknowledgement of receipt must be signed by JCE specifying the consequences in terms of price and lead times. In the event of an order amendment, JCE will issue a new price quotation.

Any order amendment resulting from abnormal conditions of use or conditions of use not stated in the specifications will likewise give rise to a new price quotation.

Article 4 – Order Cancellation

JCE is a manufacturer of customised isolators and personalised solutions. As a result, the Customer is not entitled to any cooling-off period for these products.

JCE will not accept any order cancellations.

Other than where JCE is at fault, an order can only be cancelled if the Customer agrees to compensate JCE for all expenses incurred in fulfilling the Customer’s order.

Unless otherwise specified, JCE will determiner the cost of any loss, harm or damage it has suffered on the basis of supporting documents.

Any order cancellation requests must be submitted in writing by the Customer. In the event of a dispute, it is the Customer’s responsibility to prove that the order cancellation request was received by JCE.

Article 5 – Lead Times

JCE and the Customer will agree on an initial lead time, which must be stated on the Customer’s purchase order. JCE will use its best endeavours to meet lead times according to availability and in the order in which customer orders are received. Any lead times given are stated as accurately as possible but depend on JCE’s supply and transport conditions.

If lead times are exceeded, JCE will not be liable for damages, deductions or late penalties and orders in progress cannot be cancelled. If an order is amended, the respective lead times will be altered accordingly.

JCE will be released from its delivery obligations in cases of force majeure events, such as: war, riot, fire, strikes, accidents, inability to procure supplies, accidents involving equipment, machine breakdown, transport disruptions or delays.

JCE will inform the Customer of any delays as soon as possible. In any case, JCE will only make delivery within the lead times if the Customer has fulfilled all obligations towards JCE.

If an invoice that has fallen due for payment is not paid in whole or in part and the Customer has not remedied that payment default within 48 hours of a formal demand for payment, JCE reserves the right to suspend all current and/or future deliveries.

Finally, if delivery is suspended, JCE will charge storage and rescheduling costs, as specified in 8.3 herein.

Article 6 – Transport

For all orders exceeding €250 (excl. VAT) intended for shipment to Metropolitan France, goods are shipped carriage and packaging paid.

For any orders less than €250 (excl. VAT) intended for shipment to Metropolitan France, JCE will charge processing and delivery costs of €49 (excl. VAT) or otherwise €16 (excl. VAT) for any standard shipment deemed feasible by JCE BIOTECHNOLOGY according to the nature of the products.

For all orders intended for shipment outside of Metropolitan France, goods are shipped EX WORKS Hauterive (according to the current Chamber of Commerce and Industry Incoterms), with additional charges for any special packaging required (crates for shipment by boat, plane or long-distance lorry or any other kind of special packaging depending on the type of product sent). These additional charges will be defined and quantified on a caseby-case basis.

Except where JCE BIOTECHNOLOGY is not responsible for transport according to the commercial terms or the INCOTERMS defined, and so that JCE BIOTECHNOLOGY can lodge any potential claim for damage or partial loss by extrajudicial document or by registered letter with the carrier within three days (not including public holidays) in accordance with Article L. 133-6 of the French Commercial Code, any damaged goods or packaging or partial loss must be reported to JCE BIOTECHNOLOGY within 24 hours of the date of receipt. Failing this, no possible action can be taken against the carrier for damage or loss.

Where applicable, any reservations must be indicated on the receipt signed by the carrier and a copy or photocopy of this must be retained. Any visible damage must be photographed in the carrier’s presence. Any claim for non-delivery of goods must be lodged within 3 days of the invoice date.

Article 7 – Acceptance of Products

An acceptance report is signed by the parties once the equipment has been installed or, in the case of consumables and accessories, on receipt thereof.

If no reservations are stated by the Customer on the acceptance report, equipment will be deemed to have received final acceptance.

The Customer will send JCE the signed delivery note within 48 hours of receiving the order. JCE will not consider any claims if there is no delivery note signed by the Customer.

Consumables will be deemed accepted if no claims are lodged or reservations expressed by fax, email or post within two working days of receipt of the products.

It is the Customer’s responsibility to furnish any proof of the existence of the defects or anomalies observed. The Customer must give JCE every opportunity to confirm and remedy these defects. The Customer must not carry out the repair work personally or hire a third party to remedy the defects.

All claims must state the order numbers, delivery note numbers, part numbers, batch numbers and be accompanied by samples of the defective products.

JCE will assume the cost of any repairs carried out following reservations accepted by JCE.

The Customer is obliged to carry out the requisite tests and checks in relation to the use for which the Product is intended.
JCE will not accept any return of goods without prior authorisation.
Penalties for delay or for quality problems cannot be deducted automatically.

Article 8 – Prices

8.1 – Prices

Unless otherwise specified, indicated or agreed, product prices are established for each order in the price quotation, which must remain valid for 1 month from the quotation date.

JCE reserves the right to change the prices for each new order.

All prices stated in the quotation are exclusive of VAT and do not include the cost of transport, packaging and packing.

8.2 – Payment Method – Currency of payment

Invoices are payable by bank transfer or cheque.

Unless otherwise agreed, for all orders over €10,000 (excl. VAT), a 30% down payment is required at the time of the order.

Invoices are payable within 30 days of the invoice issue date, net and without discount.

Under no circumstances may payments owed to JCE be suspended, reduced or offset without JCE’s written permission.

All payments made to JCE will be charged to the sums owed for any reason whatsoever, starting with the oldest due dates.

In the event of a delay in delivery, the Customer agrees to pay 80% of the invoice amount notwithstanding the delay.

If the Customer refuses to sign the acceptance report for reasons beyond JCE’s control, the Customer must pay the total amount of the invoice upon sending of the report after delivery of the product.

The currency of payment is the euro, unless otherwise specified in the price quotation.

8.3 – Storage Penalty and Rescheduling Fee

JCE will not keep any goods or equipment ready for delivery in its workshop free of charge.

The Customer must be able to store the goods or equipment on its premises within the lead times initially conceived after manufacture.

If the goods or equipment are not collected within the agreed deadlines, the Customer will incur a fixed penalty of 0.07% of the invoice amount, including VAT, per day of storage.

Any rescheduling of the equipment installation date will also incur a rescheduling fee, the terms of which are specified in the table below:

Rescheduling fee per item of equipment
Advance Notice	2 to 4 months	1 to 2 months	Under 1 month
Rescheduling fee	€1,500	€ 2,400	€ 3,600

Storage penalties and rescheduling fees apply from the first day of delay with respect to the scheduled delivery date, without the need for prior demand for payment.

All sums owed will be added to the amount of the Customer’s invoice as additional charges.

8.4 – Late Payment Penalties

In the event of late payment, the invoice amount, excluding VAT, will be increased by a penalty calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, in accordance with Articles L441-6 and L441-10 of the French Commercial Code, or increased by 8 percentage points for orders placed under a public procurement contract, in accordance with the provisions of the current French Public Procurement Code.

A penalty will be incurred where the sums owed are paid beyond the deadline stated in these terms and conditions, after the payment date stated on the invoices and following a request from JCE. Furthermore, in accordance with French Law no. 2012-387 of 22 March 2012 and with Article D.441-5 of the French Commercial Code and Article D2192-35 of the French Public Procurement Code, any late payment will result in the payment of 40 euros as fixed compensation for recovery costs.

Article 9 – After-Sales Service – Maintenance

JCE will carry out maintenance in accordance with the (preventive and/or reactive) maintenance contract signed by the Customer or in accordance with the services ordered by the Customer on a case-by-case basis. All parts needed fpr maintenance purposes must also be specified in a purchase order, unless otherwise stated in the maintenance contract signed by both parties.

Beyond the warranty period and for services and parts other than those covered by the warranty, any request for maintenance services and any request for parts, or any part deemed necessary by JCE to carry out that service, must be formalised in a purchase order drawn up between the Customer and JCE.

Article 10 – Return and Treatment of WEEE (Waste Electrical and Electronic Equipment) 

Under these Terms and Conditions of Sale, JCE informs any Customer who is a professional user of the equipment sold by JCE of its obligation to ensure the return and treatment of all professional WEEE for which it is responsible. All costs related to the return of such equipment (dismantling, transport, etc.) will be identified in a customised commercial proposal submitted in advance by JCE, which will be formalised in a purchase order issued by the Customer.

Article 11 – Non-Disclosure Clause 

The Customer must treat all information and technical specifications to which it has been granted access under the contract as highly confidential and must not disclose such information to third parties.

Under the terms of this clause, the Customer is also responsible for the actions of its employees.

However, the Customer will not be liable for disclosure of any information already in the public domain or information already known or legitimately obtained from a third party.

Likewise, JCE BIOTECHNOLOGY must treat the information to which it has access during the contract as highly confidential and must not disclose such information to third parties, either during or after the performance of the contract.

Article 12 – Personal Data

In accordance with the General Data Protection Regulation (GDPR – EU Regulation 2016/679) and with all personal data protection rules applying in France, JCE BIOTECHNOLOGY is committed to protecting the personal data collected from its customers or prospects as part of its activities, in particular for the processing of orders and management of customer relations.

For any request for information on the processing of their personal data as well as for exercising their rights (access, rectification, erasure or others), data subjects can contact JCE BIOTECHNOLOGY using the contact details provided in clause 16 herein.

Article 13 – Industrial Property 

All equipment, models, drawings, specifications, assembly instructions, user manuals and other information supplied by JCE remain its property at all times.

The Customer cannot claim ownership of any equipment, models, drawings and specifications and other information and cannot under any circumstances use them outside the scope of the contract of sale.

The Customer is not permitted to reproduce JCE’s products.

All industrial property rights to the results arising from fulfilment of the order will remain the property of JCE without time or geographical limitation.

Article 14 – Retention of Title Clause 

All products are sold subject to the terms of this clause. Ownership of the products is only transferred when the Customer has made full payment of the price by the agreed due date, notwithstanding the point at which risks are transferred.

If payment is not made by the due date, JCE will repossess the goods to which it has retained title. The Customer must not process, amalgamate or assemble the goods before payment has been made.

The Customer must store the goods sold subject to the terms of this clause in such a way that they cannot be confused with goods of the same kind from other suppliers.

Unless otherwise agreed, risk will pass to the Customer upon delivery of the goods, under the terms of the contract, notwithstanding this retention of title clause. However, for goods shipped EX WORKS, risk passes to the Customer as soon as the goods are collected by the carrier.

The Customer will insure the goods for the beneficiary of its choice against all risks that they may incur or cause following delivery.

The Customer is responsible for ensuring proper maintenance of all goods sold under the terms of this clause and will assume any repair costs if they are returned unpaid.

The defaulting Customer will return unpaid goods at its own expense and risk, following formal notice sent by JCE by registered letter with acknowledgement of receipt.

If JCE should reclaim the goods, it will be exempted from returning the down payments received against the purchase price where these can be offset against the damages owed by the Customer (for return or repair costs).

If necessary, JCE may reclaim the goods from any subsequent purchasers in possession of them. Furthermore, if the goods are resold, JCE may claim against the price of the goods or any corresponding sum owed, including where in the possession of any holder or assignee, in which case the buyer agrees to assist JCE in the recovery of those sums owed from the subsequent purchasers.

Article 15 – Liability – Warranty – Insurance 

JCE’s liability is limited to the repair or replacement of the goods recognised as being defective, provided they have not been altered in any way, excluding any other compensation, in particular with regard to assembly and processing costs, delays in supplies, etc.

The Customer expressly agrees and accepts that JCE is liable only for damage to the products where the cause is proven to originate from the time when the products were in JCE’s possession.

If legal proceedings are brought to recover sums owed, JCE reserves the right to claim costs arising from the recovery action.

Products manufactured to the Customer’s specifications or drawings cannot be returned or exchanged.

Studies and recommendations are given for guidance only. JCE cannot be held liable for such studies and recommendations, which are not contractually binding.

The Customer undertakes to use the products in accordance with the current technical documentation.

In principle, the warranty period starts on the date the acceptance report is signed (delivery, installation and qualification). However, if installation and qualification cannot be carried out within 30 days of the delivery date, the starting point for the warranty will be the delivery date, unless expressly agreed otherwise by JCE.

JCE provides no warranty for any harmful consequences resulting from defective installation or assembly, incorrect storage or misuse. JCE provides no warranty for damage resulting from abnormal use or use contrary to the specifications set out in the technical documents. Furthermore, any equipment dismantled without our permission or modified or incomplete will not be covered by the warranty. Finally, all consumables and wear parts of equipment are excluded from the warranty.

Where parts are made to the Customer’s specification, the Customer is responsible for the information provided and for ensuring that the product meets its requirements. JCE assumes no liability if the specific products ordered by the Customer do not meet its requirements. JCE cannot be held liable for the design of specific products.

It is the Customer’s responsibility to inspect the products and to check that they meet good design practice and are fit for the specific purposes for which they are intended. JCE will not accept any return of goods without prior authorisation.

It is expressly agreed that the extent of JCE’s liability for direct damage in connection with the performance of the contract cannot exceed the amount of the sums paid to JCE in relation to the sale of the goods.

If the Customer performs a backup of the software program used for the equipment installed on its production site, JCE cannot be held liable for any data loss, unsaved changes, modifications or loss of program versions or other events caused by reinstalling the software program in the equipment.

JCE cannot be held liable for any manipulation of the equipment carried out by the Customer without JCE’s involvement or express permission. In the event of a dispute, it is the Customer’s responsibility to furnish proof of JCE’s permission for the manipulation in question.

Moreover, JCE cannot be held liable for any indirect damage suffered by the Customer. The parties understand that indirect damage means, inter alia, loss of profit, turnover, data or use of data.

These clauses, which apportion the risk among the parties, are considered essential for JCE, and the prices offered and agreed upon reflect this apportionment of risk and resulting limitation of liability.

JCE will perform its services with all reasonable care possible.

JCE is insured in accordance with ordinary law.

Tolerances in respect of dimensions, quantity, format and squaring are those established by professional practice.

The quantities invoiced are the quantities actually delivered.

Article 16 – Complaints 

Complaints can be lodged with JCE BIOTECHNOLOGY by e-mail at moc.ygolonhcetoibecj@tcatnoC,, by fax to +33 (0) 470 595 141, or sent by registered post with acknowledgement of receipt to the following postal address:

JCE BIOTECHNOLOGY

ZA Bioparc

Rue Michel Renaud

03270 Hauterive

France

Article 17 – Jurisdiction

All disputes relating to the interpretation and sale of products will be referred exclusively to the commercial court having jurisdiction over JCE’s registered office.

These Terms and Conditions of Sale of sale may be translated into English. However, in the event of discrepancy between the two languages, the document in French will be deemed authentic.

The governing law is French law.

Article 18 – No Waiver 

Should JCE not invoke any of the provisions herein at any time, this shall not be construed as a waiver of its right to subsequently invoke the said provisions.