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TERMS AND CONDITIONS OF SALE

 

August 18, 2015

 

1. General

 

The owner of the Belgian branch of this website (the ‘Webshop’) is the ROCHE Group's subsidiary in Belgium:

 

nv Roche sa

Dantestraat 75

BE-1070 Brussels

Belgium

With company number: BE 0403.049.945

RPR Brussels: [email protected]

Bank account: BE48 8260 0044 7227

 

The owner is referred to as 'we', 'us' or 'ROCHE'.

 

All rights and interests invoked in these general terms and conditions of sale are also invoked on behalf of other members of the ROCHE Group and the third parties ROCHE engages.

 

These terms and conditions of sales apply to all offers, quotations, and orders as well as all legal relationships and all agreements with ROCHE directly or indirectly relating to information about or sales of, deliveries by and/or supply of goods, services and/or advice by ROCHE to you (referred to as ‘you’ or ‘CLIENT’) via the Webshop. By taking cognizance of offers or quotations or by placing any order via the Webshop, the CLIENT accepts these terms and conditions of sale (to the exclusion of any other conditions). Any inconsistent provisions which may appear on the purchase order or any other document issued by the CLIENT, do not apply.

 

We reserve the right to vary these terms and conditions at any time, and will inform you accordingly via the Webshop, but we recommend you to check the terms and conditions yourself regularly to see if they have changed. If you continue using the Webshop, you agree to the changes automatically.

 

2. Professional use

 

The Webshop is exclusively reserved for business and industrial use. Buying from the Webshop for personal use is not allowed.

 

3. Descriptions, Orders, Custom Products, Service Contract and Packaging

 

Description: Any descriptions, estimates, drawings, diagrams, brochures, samples, models, weights, dimensions and/or similar information on the Webshop are provided only for informative purposes and do not bind ROCHE. Technical descriptions and data are subject to alteration by ROCHE without notice.

 

Orders: ROCHE is not obliged to assess whether the goods, services and/or advice ordered are suitable for the intended use. Orders are only regarded as final after confirmation by ROCHE. ROCHE reserves the right to the customary

margin of variation in respect of quantities and technical details, such as measurements, weights and color.

 

Custom Products: The following special terms and conditions apply to custom products: The CLIENT is notified as soon as possible if ROCHE cannot deliver a particular custom product for some reason or other. In such cases ROCHE reserves the right to cancel this order and the CLIENT will have no claim for damages. Only written cancellations by the CLIENT are accepted for custom orders. If this order is already in the process of being executed when the cancellation is received, ROCHE reserves the right to charge the CLIENT for all ensuing costs.

 

Service contract: A service contract can only be subscribed during the period of guarantee of a system delivered by ROCHE and starts at the end of that guarantee period. After the termination of the guarantee period it is no longer possible to subscribe to a service plan and all the interventions of the customer service will be charged according to the hourly rate at the time of the intervention.

 

Packaging: Price includes packaging costs, except where the goods must be sent in special packaging whether or not this is at the CLIENT’s request.

 

4. Price

 

Our price quotations are valid for sixty (60) days, unless otherwise agreed.

 

Unless otherwise agreed in writing, all prices are CPT (Carriage Paid to) the CLIENT’s address. Costs for express shipment or additional transport services and delivery at the CLIENT’s request will be charged to the CLIENT. All prices are based on the cost factors, taxes, dispatch, customs, insurance costs, rates of exchange etc. prevailing at the time of the offer or confirmation. Until delivery has been completed, ROCHE reserves the right to pass on changes in these cost factors or to cancel the order.

 

5. Delivery and acceptance

 

The delivery term or dates stated by ROCHE or the CLIENT are for informative purposes only. However, should an ultimate term be expressly negotiated but not observed, the CLIENT must send ROCHE a notice of default of delivery by registered letter. In such case ROCHE has an additional term of thirty (30) days to make the delivery, which term is to be calculated as of three days from the day on which the registered letter was received.

 

If the information necessary for the delivery is not, in ROCHE’s opinion, in ROCHE’s possession in time to effect performance on the agreed date, then ROCHE has the right to set a new date for delivery and revise the price or annul or terminate the order.

 

If the CLIENT refuses delivery of the goods, he will be informed by written notification that the goods are at his disposal in ROCHE’s warehouses. Storage is for CLIENT's account and risk. The goods are deemed to have been delivered to the CLIENT and accepted ten (10) days after said written notification.

 

If the order pertains to multiple goods, ROCHE reserves the right to make partial deliveries. The CLIENT is obliged to pay all invoices regarding such partial deliveries.

 

6. Payment

 

All our invoices are payable at our offices in Vilvoorde thirty (30) days as of the end of the month, regardless of the means of payment. All payments shall be made without deduction or set-off. Payment is deemed to be effected after ROCHE has received notification that its account has been credited.

 

If payment is made within eight (8) days of the invoice date, a reduction of 1.5% on the total sum, excluding VAT (taxable base), will be granted.

 

ROCHE reserves the right to deliver all first deliveries to new customers COD (Cash On Delivery) or request advance payment, cash payment or satisfactory security for the fulfillment of the CLIENT’s obligations (including payment of purchase price, freight and other costs).

 

Complaints shall never entitle CLIENT to postpone or set-off payment of any amounts. All late or insufficient payments on the due date are accompanied by the obligation, de jure and without notice of default, to pay late payment interest equal to the legal interest rate, increased by 2%. All costs, both judicial and extra-judicial, incurred in collecting and recovering overdue amounts, are for CLIENT's account. The extra-judicial costs are assessed at 15% of the invoiced amount with a minimum of EUR 25. They are due de jure and without notice of default.

 

The issue of negotiable bills of exchange to pay invoices does not result in novation.

 

7. Contract suspension

 

If the CLIENT does not comply with its obligations stated in this document or in any other contract agreed with ROCHE, then all ROCHE’s obligations are automatically suspended until the moment when the CLIENT fulfills its obligations.

 

ROCHE shall in any case be entitled to suspend the performance and annul, cancel or terminate an offer, order, quotation or agreement if ROCHE is in a situation of Force Majeure, CLIENT fails to make any payment in full within the required time, is declared bankrupt or requests suspension of payments.

 

Any suspension, cancellation, annulment or termination by ROCHE shall be with immediate effect, without any notice of default or remedy period having to be given, without judicial intervention, without ROCHE being liable for any costs or damages to CLIENT or a third party and without prejudice to ROCHE's other rights and CLIENT's obligations to compensate ROCHE for costs and damages incurred.

Any suspension, annulment, cancellation or termination shall, unless specifically agreed otherwise in writing, not result in ROCHE having to pay back amounts received and shall result in any amounts to be paid by CLIENT becoming immediately due and payable.

 

8. Property

 

The title to all goods delivered and to be delivered shall remain with ROCHE until the owed sums and their allied amounts, interest, indemnification and other possible costs have been paid in full. If payment by the CLIENT is overdue in whole or in part, ROCHE may (without prejudice to any of its other rights) recover the goods at the CLIENT's risk and account.

 

Until the title to the goods has passed to the CLIENT, the CLIENT shall not be permitted to create any charge or security right or grant any other right to any third party. The CLIENT shall adequately store and insure the goods and identifiably mark them as being the property of ROCHE.

 

9. Complaints

 

ROCHE must be informed by registered letter of all complaints regarding damage caused during transport within the shortest of following terms: (i) the term stated in the transporter’s general terms and conditions and eight (8) days.

 

Complaints about defects that could have been discovered during normal careful inspection and complaints about non-conformity of the goods shall be made known to ROCHE by registered letter within eight (8) days after delivery.

 

Complaints about defects which could not have been discovered during normal careful inspection shall be made known to ROCHE in writing within eight (8) days after discovery.

 

Complaints after the expiry of these terms are late and therefore inadmissible.

 

10. Guarantee

 

ROCHE grants a guarantee on the goods in accordance with the same terms, conditions and restrictions as the guarantee granted by the manufacturer. To the exclusion of all compensation for damages, this guarantee is limited to replacement of all parts which ROCHE acknowledges do not meet the description in the order confirmation or are inadequate, on condition that the CLIENT informs us as set forth under article 9.

 

The CLIENT is liable for the transport costs.

 

We do not grant any guarantee at all in the following cases:
a) if products are overburdened, used incorrectly or were damaged due to incompetent handling.
b) if there was an attempt at internal adjustment or repairs were done by a person not appointed to do so by ROCHE.
c) if loss or damage was caused at the moment it was installed.
d) if there was any abnormal fluctuation in the electrical supply, in the air conditioning, heating or cooling system, or abnormality due to the operating hardware or software as a result of the use of microcomputer drivers not supplied or homologated by ROCHE, or unauthorized copies of software.
e) if it concerns parts and equipment of which its expected life span cannot be determined in advance. Examples (indicative, but not restrictive): lamps, fuses, electrodes, electronic pipes or ducts, semi-conductors, batteries, etc., and consumer goods in general (pipettes, hoses, joints, recorder paper, seals, filters, heating elements, etc.).
f) if the CLIENT does not offer sufficient proof of the defect.
g) if ROCHE has not been given the opportunity to examine the complaint and the goods at the place where the defect has been discovered.
h) if the CLIENT did not cease the use of the goods immediately after the discovery of the defect.

 

The software is covered by a guarantee limited to the provision of the "patch" considered necessary by ROCHE and to be installed by the CLIENT.

 

11. Returning goods

 

No goods may be returned without ROCHE’s prior written consent. Such consent by ROCHE does not automatically signify acknowledgement that the goods are not in conformity, incomplete or defective. In any event, the return is at the CLIENT’s risk and costs.

 

To the extent that ROCHE accepts them, the returns which are not pursuant to non-conformity, incomplete delivery or defects shall only be credited in the amount of 50% of the invoiced price.

 

12. Liability 

 

ROCHE is not liable for any damages that are not a direct and immediate result of a grave error or proven intent. ROCHE will never be liable for indirect damages or consequential damages, such as loss of income, claims by third parties, loss of data, etc. even if ROCHE was notified of the possibility of such damages.

 

ROCHE’s liability for direct damages is limited to the restoration in kind by redelivering the goods. In case this is not possible, the contractual and non-contractual liability of ROCHE, regardless of the legal ground on which liability is based, is in any case limited to the amounts invoiced to and effectively paid by the CLIENT for the goods that are the cause of the liability.

 

The CLIENT will hold harmless ROCHE against all costs, including attorney costs, compensations, damages, claims, expenses and procedures that result from claims made by third parties as a result of the CLIENT’s acts.

 

13. Intellectual property rights

 

The title to and ownership of intellectual property rights with respect to information, specifications, diagrams, drafts, projects, equipment, software, models, procedures, etc. remains with ROCHE or its licensors.

 

14. Renting and consigning equipment/appliances

 

If equipment or appliances are rented or consigned, the contract between the two parties is subject to the general terms and conditions applicable to that particular contract. For the whole duration of this specific contract, the CLIENT shall have the equipment insured according to the status it has been granted in terms of third-party liability and against theft, against the risk of fire, explosion, flood (any type of damage), lightning and airplane crashes. At ROCHE’s request, the CLIENT will have to provide proof thereof at any time. Any change in location or any addition of devices in proximity to the system that might lead to a change with regard to the risk shall be notified to ROCHE within twenty-four hours by registered letter.

 

15. Obligation of vigilance on the part of the re-seller

 

If, in accordance with the applicable directives and standards regarding medical resources and medical resources for in-vitro diagnostics, ROCHE decides to hold a vigilance action, the re-seller undertakes to inform his customers of this in accordance with the instructions by ROCHE, to possibly request them for certificates and/or recalled batches and to provide ROCHE with this in accordance with the instructions.

 

16. Export control

 

The CLIENT understands that goods or supplied objects (and the know-how that may be contained in such goods or objects) may be subject to export or import control. Both contract parties bear the responsibility to comply with the relevant export and import control regulations. Moreover, the CLIENT understands that the US export control laws also apply if the goods or supplied objects, or parts thereof, are of US origin. This may happen even if the contract does not include any further relation to the United States.

 

17. Applicable law and competent court

 

These general terms and conditions of sale are exclusively governed by and construed according to Belgian law with the exclusion of

(1) the international sales of good convention;
(2) the applicability of articles XII.6, §1, 8°, XII.7, §1, XII.8 and XII.9 of the Code of Economic Law.

 

All disputes directly or indirectly connected therewith shall be exclusively submitted to the competent court in Brussels (Belgium).

 

18. Miscellaneous

 

Terms or conditions purporting to modify these general terms and conditions of sale shall only be binding insofar as they are confirmed in writing by ROCHE. The terms and conditions that have not been so modified shall remain in force.

 

Assignment of rights, obligations and/or agreement by the CLIENT is not allowed.

 

The unlawfulness of one of the clauses of the terms and conditions of sale does not entail the unlawfulness of the other clauses.

All agreements concluded via the Webshop are in English. There is no translation of these general terms and conditions.