Unless otherwise stipulated and expressly accepted in writing by DIACCURATE, the products and services provided by DIACCURATE are subject to the following terms and conditions (“General Terms and Conditions”).
Any Client who orders a Product declares that it has read and fully accepted the General Terms and Conditions.
General Terms and Conditions may be redefined without prior notice by DIACCURATE. New General Terms and Conditions will then cancel and replace this current ones. It is the responsibility of each Customer to obtain knowledge of the standard terms and conditions.
For the purposes of the interpretation of the present General Terms and Conditions, the following terms will have the following meanings:
Client: any entity ordering a Product to DIACCURATE.
Contract: all the applicable contractual documents governing the relationship, rights and obligations between DIACCURATE and the Client such as, the present General Terms and Conditions, the Offer. Any other document, especially commercial brochures and catalogues, are considered as having only an indicative value and are not contractual binding documents.
Party/Parties: the Client or DIACCURATE (each as Party) or both (Parties).
Product(s): any product and services sold by DIACCURATE.
Offer: a written financial quotation sent by DIACCURATE to the Client describing the Products and indicating at which price they will be provided.
All orders for Product(s) should be made by returning to DIACCURATE the Offer duly executed by the Client.
The Product(s) shall be provided by DIACCURATE at the price communicated to the Client in the Offer. The Offer is valid until the date of validity indicated in the Offer.
Prices might be reviewed at any time by DIACCURATE. New prices shall be applicable after the validity period of the Offer.
Except if otherwise agreed between the parties and clearly mentioned in the Offer, the prices in the Offer are understood in Euro and exclude local taxes and duties that might be due by the Client in his Territory and do not include eventual sample shipping and handling costs.
4. COMMERCIAL INVOICE & PAYMENT TERMS
An invoice will be issued by DIACCURATE each time a Product is provided or according to the payment schedule and conditions approved in the Offer.
Unless otherwise stipulated in the Offer, payment terms of invoices is within thirty (30) days from date of invoice by bank transfer to DIACCURATE bank account which appears on each invoice.
Any amount unpaid on the due date will, without any prior formal notice, result in the assessment of interest payments equal to three times the legal interest rate in force at the due date. This interest will accumulate from the due date to the date of payment. DIACCURATE is also entitled to apply the payment of an indemnity for recovery costs of forty euros (40€).
In the case the invoices are paid by the Client before the due date, such early payment shall not entitle the Client to a discount on the price of the Products.
In the case Client does not respect the payment terms of any invoice, DIACCURATE reserves the right to suspend or cancel any order of Product in progress for the Client and/or to block any new order for a Product from the Client.
5. INTELLECTUAL PROPERTY & LICENSES
DIACCURATE provides proprietary and protected Products. DIACCURATE shall own and retain all intellectual property rights owned or controlled by DIACCURATE (“DIACCURATE IP”) and any intellectual property right resulting from the performance of a service by DIACCURATE specifically related to DIACCURATE IP (including particularly improvements, processes, know-how related to DIACCURATE proprietary assays).
No general patent or other license of any kind other than this specific right of use from purchase is granted hereby.
DIACCURATE Products may not be resold, modified for resale, used for commercial services or used to manufacture commercial products without prior written approval from DIACCURATE.
Subject to these Terms and Conditions and Contract, DIACCURATE hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license to use any software or firmware provided as part of the Product(s), if any, only in accordance with the manuals and written instructions provided by DIACCURATE and only as part of the Product and not on a stand-alone basis.
The Client undertakes to strictly respect the Contract and any manual and/or DIACCURATE written instructions related to the Contract performance. DIACCURATE shall not be held responsible for any damage caused as a result of the Client's failure to comply with DIACCURATE instructions.
DIACCURATE shall use commercially reasonable effort to deliver the Product(s) to the Client in accordance with (i) the Contract and (ii) the French regulations accepted by the profession. DIACCURATE shall not be held responsible for non fulfilment or delayed fulfilment of the terms and obligations relative to the Contract, if such failure or delay is due to the Client failure or delay in its obligations.
7. FORCE MAJEURE
Neither Party shall be responsible for the non fulfilment or delayed fulfilment of the terms and obligations relative to the Contract in the case of Force Majeure.
Force Majeure includes any cause beyond the control of a Party including (without limitation) strikes, industrial action, floods, fires, accident, earthquake, riot, explosion, war, hostility, acts of government, military, civil or regulatory authority, change in any law or regulation, disruption or interruption to the supply of communications, internet, power or other utility, etc.
The Party affected by a Force Majeure event must notify the other Party as soon as practicable of any anticipated delay or impact on the delivery of the Product. The performance of the affected Party’s obligations under this Contract will be suspended for the period of the delay, and any deadlines will be extended accordingly.
Subject to the applicable obligatory legal provisions, the Parties expressly agree that DIACCURATE's liability shall be strictly limited to the price of the offending Product(s). In any case, the total financial consequences resulting from DIACCURATE's liability in the context of the Contract shall not exceed the price of the Product(s) as indicated in the corresponding Offer.
9. APPLICABLE LAW – SETTLEMENT OF DISPUTES
This Contract shall be construed and interpreted in accordance with the laws of France, without giving effect to conflict of law provisions. Notwithstanding any other provision under this Contract, the parties to this Contract submit to the exclusive jurisdiction of the French courts.
10. USAGE OF CUSTOMER DATAS
DIACCURATE will use information like first name, surname, email adress of their Clients to do direct marketing, emails, E-newsletters, phone calls in order to market DIACCURATE’s products and services. Moreover, these information will be used internally by DIACCURATE to improve customer experience, our website, marketing, sales and social media efforts. As DIACCURATE Clients, personal data are stored in DIACCURATE database system as long as DIACCURATE need them to provide Clients with requested products and/or service(s). At the end of the customer relationship, Client’s personal data will be kept in DIACCURATE database system as a contact and Clients subscription to the newsletter or email services will remain active as long as Clients do not unsubscribe.