CONDITIONS GENERALES DE VENTE PRESTATIONS D’ANALYSES
Article 1: Scope of application-Enforceability
Acceptance of the conditions of this document shall constitute a contract. Any order implies full acceptance by the applicant of the conditions described in this document. Any request for specific service conditions not covered by this document shall be the subject of a written contract agreed between the Client and the Company.
Article 2: Orders
All product orders or requests for analysis give rise to the issue of an “Order Form” including the list of products requested and the present GTC, in paper format (mail) or computer format, via e-mail or via the website www.adnucleis.com . The order form includes, in addition to the order, the client’s acceptance of the performance of the analysis by the AD Nucléis laboratory. The order form, including the client’s acceptance of the GTC, is returned to AD Nucléis in paper or computer format by e-mail to email@example.com, together with the sample(s). The Client benefits from a withdrawal period until receipt of the samples sent to AD Nucléis for analysis. A quotation may modify or complete the GTC and will constitute special conditions in this respect. Each order is treated individually, a particular condition for a previous order will not be applied to subsequent orders. The performance of the services may only begin after receipt of the Order Form accepted by the Client and after receipt of the direct debits. The Client authorises AD Nucléis to subcontract the execution of the order to a subcontractor of its choice, provided that it is informed of this and has given its prior agreement to the subcontracting. Requests for services must be the subject of a written and explicit request, specifying the request for analysis, the recipients of the analysis, as well as the name and address of the invoicing party. The content and identification of the samples are the responsibility of the clients. Once the sample has been registered under the references provided by the Client, no modification shall be made. The analytical results produced by the laboratory as well as any comments relate to the object provided by the applicant. The samples are taken to the laboratory or sent by carrier. Transport costs are to be paid by the Client. The stability of the sample on arrival at our premises is the responsibility of the Client. The laboratory keeps the samples for 6 months after the date of analysis before destroying them, except under special conditions.
Article 3: Description of the Service
When a request for analyses is issued, it is automatically implied that a contract is signed with AD Nucléis; the latter may then carry out the analyses as usual and reserves the right to choose the most appropriate analysis method to best meet the request issued. Specific requests concerning the method or equipment will be the subject of a prior study and a written agreement formalised during the contract review. The analysis service includes the performance of the analyses and the transmission of the analytical results, knowing that the use of these results is the responsibility of the Client who will implement, under its sole responsibility, the measures it deems appropriate. When the laboratory does not have the necessary means to carry out an analysis or is not able to carry out the requested analyses, it may have recourse to the
analyses, it may resort to subcontracting.
Conditions of performance, methods of analysis, transmission of results
a. Supply of samples:
The samples to be analysed are taken by the Client and under its entire responsibility. In this respect, the AD Nucléis laboratory draws the Client’s attention to the decisive impact on the feasibility of the analyses by the laboratory: the conditions and procedures for taking samples, the quality and representativeness of the samples. The laboratory shall make available to the Client, on simple request, the recommended sampling methods. The Client undertakes to provide the Company, in writing, with all useful information concerning the safety and security, transport and elimination of the sample as well as all known or suspected characteristics of the toxicity, contamination, flammability and risk of explosion of the sample. He will choose appropriate labelling of the sample for transport.
b. Identification and transmission of samples
Samples submitted for analysis to the AD Nucléis laboratory must be in good condition, have the minimum size necessary for the analyses and must be clearly separated and identified by the Client. Any transmission or delivery must be accompanied by an analysis request form containing all the administrative and technical information necessary for the execution and invoicing of the analyses ordered. In the event of a quality defect in the samples submitted, the order will be rejected; the Client, duly informed, may proceed with the submission of a new sample. The deadlines for the completion and transmission of the analysis results are only given by the laboratory as an indication and according to its workload. Exceeding these deadlines may not give rise to any damages or interest, withholding or cancellation of the order in progress in favour of the Client.
c. Performance of analyses and transmission of results :
The laboratory will carry out the analyses according to the usual method corresponding to each type of analysis ordered, in application of the operating procedures drawn up by the laboratory. The analysis reports are sent on paper (mail) and/or electronically to the attention of the staff and/or the Client’s designated representatives. The Company may also provide advice, information and assistance in interpreting the results on request. However, the exploitation of the results is the sole responsibility of the Client, who alone shall implement the measures it deems appropriate.
d. RGPD: Information on data processing
The information collected about you is processed by AD Nucléis.
AD Nucléis is responsible for processing your data in accordance with the French Data Protection Act and the European Data Protection Regulation (RGPD). The contact details of the data controller and of the DPO (Data Protection Officer) :
Mr Pascal FRANCK 24B rue du stade, 69290 GREZIEU LA VARENNE firstname.lastname@example.org
Your data is collected for the following purposes: The proper fulfilment of your requests,
the proper performance of services, sales or purchases, the management of your customer or supplier account: to contact you and then issue the following documents: quotation, order form, delivery form, transport form, invoice and general accounting; the performance of statistical studies for internal use and the performance of internal research and development at the AD Nucléis laboratory. The recipients of this data are: AD Nucléis’ internal departments. Your data may also be transmitted to the third party organisations listed below:
The accounting firm, the legal firm, insurance companies, certifying bodies under contract with AD Nucléis, French government bodies. You may object to this at any time by contacting the DPO.
Your data is kept on the management system of the Ad Nucléis laboratory for 10 years for commercial operations data from the last use in accordance with the obligations of the Commercial Code and 3 years for personal data (prospects, contacts) from the last exchange (inactive persons) in accordance with the right to be forgotten.
You may request access to your data, the rectification of inaccurate or incomplete data and, under certain conditions, the deletion of such data as well as a limitation of processing. You may also object to the processing of your data on legitimate grounds.
You may object to the processing of your data and have the right to withdraw your consent at any time.
You may exercise these rights either by contacting the Data Protection Officer (DPO): by post at the following address AD Nucléis 24B Rue du stade, 69290 GREZIEU LA VARENNE, or by e-mail to the following addresses: email@example.com. Any request to exercise your rights must be accompanied by a copy of an identity document bearing your signature and indicate the address of the AD Nucléis site.
Upon receipt AD Nucléis has a period of one month to process a simple request and three months for a complex request (e.g. in case of a request for the entirety of your data).
If, after having contacted us, you believe that your rights regarding your personal data have not been respected, you may submit a complaint to the CNIL.
e. Repetition of the analysis
The Client will have 8 days from the date of receipt of the results to make a complaint. The Company may only repeat the analysis if it has sufficient samples and if the storage time is compatible with this request.
Article 4: Prices and terms of payment
In the case of the sale of goods, the prices are inclusive of VAT (20% VAT in France) in euros, excluding packaging costs provided by the client. Transport costs will be invoiced with the analysis if the client decides to use the laboratory’s courier service.
Sales of products or analysis services are carried out at the rate in force on the day of the estimate if it is made by post or e-mail, or of the order form if it is made via the website www.adnucleis.com.Pour. AD Nucléis reserves the right to apply an additional increase to the price agreed in the estimate according to the type of sample received, implying additional costs for the analysis (unknown at the time of creating the estimate) Price increases will be accurately justified to the Client at the time of invoicing. The Company reserves the right to refuse certain samples if the quality or quantity of a sample is defective. The Client will be informed and may, as a result, provide a new sample to the laboratory. Except in special cases as indicated in the quotations, orders must be accompanied by a cheque made payable to AD Nucléis. For any other means of payment, the Client must obtain the prior agreement of the Company when drawing up the quotation. The Company’s intra-community VAT number is FR 3649780216500017. The applicable taxes are those applicable on the date of the invoice. For any non-payment on the due date, AD Nucléis reserves the right to request, without prior notice, a late payment penalty calculated by applying 5% per month of the amount due. The Company AD Nucléis reserves the right to suspend any order in progress and to claim reimbursement of the costs incurred in the collection of the sums due. Any dispute over invoices must be justified to the Company AD Nucléis by sending a registered letter with acknowledgement of receipt within thirty days after the date of billing.
Article 5: Deadlines
Delivery and analysis times are given as an indication on quotations and other commercial documents and do not constitute a commitment on the part of the Company towards its clients.
Article 6: Right of ownership of samples
The Client remains the owner of the samples. The Client authorises AD Nucléis to use the samples free of charge for additional analyses (e.g. epidemiological studies); the Client shall specify in his order whether, after the analysis, the sample should be returned, destroyed or stored, with the Client bearing the full financial burden of the choice made. The Company cannot be held responsible for any damage to the sample. For any return of a sample, made at the request of the Client, the transport and packaging costs are to be borne by the Client. If the Customer does not specify, the sample or its biological derivatives will be kept for a period of 6 months. At the end of this period, the sample or its biological derivatives may be destroyed without prior agreement with the Client.
Article 7: Compliance
The Client must ensure that the sample complies with the laws and regulations in force on the date of shipment (marking of dangerous and toxic products, marking of contaminated biological materials).
Article 8: Complaints
Clients may submit their observations and complaints to AD Nucléis. These are recorded in the form of a complaint form, which triggers the implementation of corrective actions that feed the continuous improvement process instigated by the operation under quality assurance.
Article 9: Guarantees and Responsibilities of the Parties
The Company AD Nucléis shall be bound by an obligation of means in order to carry out the analysis services. AD Nucléis is free to choose and modify the techniques, methods and processes necessary to carry out the products or analyses, subject to acceptance by the Client in the event of a change in relation to the Quotation. It is recalled that AD Nucléis acts as an analytical service provider. In this capacity, it undertakes to carry out the analysis services ordered on the samples sent by the Client in compliance with the internal operating rules. The Client is responsible for the transport, security, packaging and insurance of samples sent to AD Nucléis for analysis. The Client is responsible for any loss or damage that may occur during transport. The Client declares to AD Nucléis and guarantees that the samples sent to the Company for analysis are stable and do not represent any danger. The Client undertakes to bear any direct or indirect prejudice suffered by AD Nucléis in the event that a sample causes any prejudice whatsoever to the Company or any person working for the Company, even if the Client has informed AD Nucléis of the potential risks associated with the sample. The Client may only hold AD Nucléis liable by proving that it was at fault in the performance of the analytical services ordered. In the event that AD Nucléis is held liable, the amount of compensation payable by AD Nucléis will be limited, all sums combined, to the amount of the analytical services actually paid by the Client to AD Nucléis during the calendar year in which the incident or difficulty that led to the liability of AD Nucléis was noted.
Article 10: Conditions for sending the samples
AD Nucléis declines all responsibility for the shipment of the parcel by the client for any interruptions or delays in the use of the delivery service and/or services, and for any loss or damage resulting from such an interruption or delay, and for any loss or damage resulting from incorrect packaging. The parcel must be packed correctly and follow the regulations for the transport of samples.
The recommended packaging is P650 or any other packaging that meets the following requirements: 1 or more leakproof primary receptacles, 1 leakproof secondary packaging, 1 outer packaging that is sufficiently strong for its capacity, mass and intended use. In the case of liquids: absorbent material in sufficient quantity to absorb the entire contents must be placed between the primary receptacle(s) and the secondary packaging. Please note that it is essential that you enclose your order summary inside the package to enable identification of your sample on arrival at the laboratory. You must also put the printed shipping label in a transparent pocket to avoid any problem of reading the bar code (if you do not have a transparent pocket, you can tape it to your package, provided that the address and the bar code are perfectly legible).
Article 11: Quality assurance
AD Nucléis analyses samples using reagents produced by AD Nucléis and certified by AB certification under the ISO 13485 manufacturing standard, the standard for IVD manufacturers. AD Nucléis uses good laboratory practices according to the 15189 standard.
Article 12: Insurance
AD Nucléis has taken out an insurance policy covering its professional civil liability with the company MMA, renewable by tacit agreement. The Client also undertakes to take out all necessary insurance with a reputable organisation to cover any damage attributable to it in the context of this contract or its execution.
Article 13: Cancellation of the Provision of Services
In the event that the Client is unable to pay the invoices under the conditions specified in this contract, the Company may suspend the performance of its contractual obligations towards the Client, to the Client’s detriment.
Article 14: Major force
AD Nucléis reserves the right to suspend or terminate all or part of the analytical service, as of right, in the event of force majeure, particularly in the event of a new law or regulation, a request from the government or any competent administrative authority, failure to obtain or withdrawal of the necessary administrative authorisations, or fortuitous events, such as strikes, bad weather, accidents or any external cause likely to halt or slow down the execution of the analytical service, or any cause not directly and exclusively attributable to AD Nucléis. The Client must be informed of such an event as soon as it is known, and will not be liable for any compensation of any kind whatsoever.
Article 15: Confidentiality
AD Nucléis applies a strict principle of confidentiality, and the analysis reports are only transmitted to the person requesting the analysis. The latter may nevertheless make a written and explicit request for a copy of the analysis report to be transmitted to a third party. AD Nucléis is forbidden from using or communicating to any third party whatsoever the analysis reports or any personal information, except to prove the performance of the service and in particular to obtain payment, or upon order or request of a competent administrative authority or upon execution of a court decision that has become final. AD Nucléis undertakes to treat as confidential all technical, commercial and financial data and information communicated to it for the performance of the analyses and identified as confidential by the Client.
The Client undertakes to treat as confidential all technical, commercial and financial information and data of which it may become aware concerning AD Nucléis in the context of the performance of an analysis service.
Article 16: Completeness clause
It is agreed that this contract contains all the conditions and obligations that the parties have agreed upon, and that it cannot be contradicted or supplemented by earlier statements or documents. This contract replaces any other document that may have been signed previously or exchanged between the parties at a date prior to the conclusion of this agreement.
Article 17: Termination of the Contract
If there is a Contract, and apart from the case provided for in Article 4, the possibility of terminating the Contract shall apply: In the event that the Client fails to comply with its contractual obligations under the terms of this Agreement, termination shall be effective one month after the date of dispatch of a registered letter with acknowledgement of receipt (without waiting for the expiry of the term of the Contract), without any claim for damages on the part of either party being able to be made on this account. In this respect, the signatory parties expressly renounce any claim for damages following such termination. The sums due to AD Nucléis for the remaining period of the contract will be immediately payable. Any service started is due in full.
Article 18: Applicable law and competent jurisdiction
It is expressly agreed between the Company and the Client: that in the event of a dispute of any kind, dispute or difficulty in interpreting these general conditions of sale and more generally concerning the relationship between the parties, the Commercial Court of Lyon will have sole jurisdiction, unless AD Nucléis prefers to bring the matter before any other competent court, that French law will be the only applicable law, this clause applies even in the case of summary proceedings, incidental application or multiple defendants. If the general terms and conditions of sale are translated into a foreign language, the French language will prevail over any other translation in the event of a dispute, litigation, difficulty in interpreting or executing the general terms and conditions of sale and more generally concerning the existing relationship between the parties.
Article 19: Tolerance – partial invalidity of the GTC
In the event of the invalidity or inapplicability of one of the GTC, the other agreements shall retain their full force and scope. The non-application of the rights mentioned in the GTC by AD Nucléis or by the Client shall not constitute a deprivation of these rights.
General Terms and Conditions of Sale (January 2016), AD Nucléis, SAS with a capital of €1,246,000, Head Office: 30 chemin des mouilles 69290 GREZIEU LA VARENNE. SIRET : 497 802 165 000 17,TVA intraCEE : FR 364978021650001