GENERAL TERMS AND CONDITIONS GOVERNING SERVICES AND PRODUCT SALES PROVIDED BY THE COMPANY “SON” TO ITS BUSINESS CUSTOMERS

 

 

SON S.A.S. (simplified joint-stock company):

Company name: SON
Head office: 3 rue des Coulots 21110 Bretenière
SIREN code: 891 358 525 DIJON trade and companies register
Email address: contact@sonsas.com

ARTICLE 1 – Scope

These General Terms and Conditions (“GTCs”) are the sole conditions applicable to the commercial relationship between both SON and its business customers, i.e. the Parties. (The word “Party”, singular, refers to the individual customer whose name appears on the order form (the “Customer”) or to SON. The word “Parties”, plural, refers to both).

They comply with the rules of contract law and competition law. They complement the mutual will of the parties on all points where such rules have not been clearly expressed.

These GTCs apply to the contractual relationship between SON and the Customer, unless special conditions are stipulated on the quotation signed by the Customer.

They stipulate the conditions under which SON provides the Customer with the following products and/or services: technical studies, analyses, product manufacturing, product sales, services performed on the Customer’s premises, or tests performed alongside the Customer as per a quotation (“services”) with, where applicable, the provision of products.

They apply, without restriction or reservation, to all sales of products and all services provided by SON S.A.S. to Customers in the same category, regardless of any clause that may appear in the Customer’s documentation, particularly its General Terms and Conditions of Purchase, which are expressly waived for the purposes of the contractual relationship between SON and the Customer.
Any order for services and/or products implies the Customer’s complete acceptance of and adherence to these GTCs, which take precedence over the Customer’s documentation, particularly any General Terms and Conditions of Purchase, barring express agreement to the contrary by SON.

Any deviation from these GTCs must be expressly accepted in writing by SON.
For the purposes of these General Terms and Conditions, “in writing” means any document drawn up in paper, electronic, or fax form.
These GTCs apply to all contracts and orders, including online orders and any blanket orders.

These GTCs can be viewed at any time from the homepage of the www.sonsas.com website. The Customer therefore has free access to them and can view them at any time by clicking on the “General Terms and Conditions” link, allowing them to be fully reviewed prior to making any form of commitment or proceeding with the order process.

In accordance with current regulations, these General Terms and Conditions are systematically communicated to any Customer who requests them to ensure that they are fully aware of the conditions under which SON operates, and for online orders, the Customer must accept them before finalising their order.

SON reserves the right to waive certain clauses of these GTCs, following negotiation with the Customer, by drawing up Special Terms and Conditions, which would then appear on any quotation for the Customer.  Should any contradiction or ambiguity exist between the present GTCs and the Special Terms and Conditions specified on the quotation, the Special Terms and Conditions specified on the quotation shall take precedence over the GTCs.

SON expressly reserves the right to modify these GTCs at any time and for whatever reason, provided that any changes do not apply to orders placed under a previous version of the GTCs.

The following shall constitute integral parts of the contract between SON and the Customer

  • the present GTCs,
  • the Special Terms and Conditions featured on the quotation agreed by SON and the Customer, where applicable (for custom products not available via the online shop and/or custom services),
  • the order accepted by any means, namely by confirmation of receipt or order confirmation,
  • documents issued by SON supplementing these GTCs, notably SON’s online shop for standard products and the various standard services,
  • the studies, quotations, and technical documents communicated (specifications, formulas, protocols, etc.) prior to the conclusion of the principal contract and accepted in writing by SON and the Customer,
  • the certificate of analysis included with each product sold by SON mentioning the physico-chemical characteristics of the products sold,
  • the safety data sheet for the products sold,
  • the delivery note,
  • the invoice.The following in particular do not constitute part of the contract: any documents, catalogues, advertising materials, or prices not expressly mentioned in the Special Terms and Conditions.

These General Terms and Conditions are expressly approved and accepted by the Customer, who declares and acknowledges that they have full knowledge of them and therefore waives the right to invoke any contradictory document, and, in particular, their own General Terms and Conditions of Purchase, which would be unenforceable against SON, even if such Terms and Conditions had been brought to the attention of SON.

ARTICLE 2 – Orders

Sales of custom services and/or custom products are only deemed valid once a written quotation has been drawn up by SON, which is approved by the Customer’s signature, and SON has formally accepted the Customer’s order in writing. Orders may be accepted by any written means (including email). Any order accepted by the Parties is firm and final and cannot be modified or cancelled.

ARTICLE 3 – Pricing

Both the products and the services are supplied at SON’s prices in force on the day the order is placed, as per the quotation previously drawn up by SON and accepted by the Customer, as indicated in the “Orders” Article above, and, for online orders, at the rate in force on the Site on the day the order is placed. Prices are given in Euros, net, and exclusive of VAT at the current rate.

An invoice is issued by SON and delivered to the Customer at the time of the provision of the services and/or products.
For custom services (established by quotation), the methods used to determine the cost of services for which the rate can neither be known a priori nor indicated with accuracy, as well as the method used to calculate the rate enabling the latter to be verified, will be communicated to the Customer or will be the subject of a detailed quotation at the Customer’s request.

ARTICLE 4 – Payment terms

4-1 Payment deadlines

A deposit of 30% of the total price of the products and/or services ordered is payable when an order is placed.
The remaining amount is payable on invoice prior to the provision of said services and/or products, in accordance with the conditions stipulated in Article 5 – Conditions for the Provision of Services and/or Products, below.

Invoices issued by SON are payable in full within thirty (30) calendar days of their issue.

SON will not be obliged to provide the services and/or products ordered by the Customer if the latter does not pay the price in strict compliance with the conditions specified in these GTCs, supplemented, where applicable, by the Special Terms and Conditions specified on the quotation for the provision of custom services and/or products.

4-2 Penalties for late payment

In the event of late payment and payment of sums due by the Customer after the deadline established above and after the payment date shown on the invoice sent to the Customer, late payment penalties calculated at the annual rate of 10% of the total amount (inclusive of tax) of the price of the services and/or products shown on the invoice, as well as a fixed compensatory fee of €300, will automatically and legally be payable to SON, without any prior notice or formality.

Any late payment will automatically result in all amounts due to SON by the Customer being immediately payable, without prejudice to any other action that SON might be entitled to bring, on this basis, against the Customer.

In the event of non-compliance with the payment terms established above, SON also reserves the right to cancel the delivery of the products and/or the provision of the services ordered by the Customer, to suspend the fulfilment of its obligations, and to cancel any discounts granted to the Customer.

Lastly, it is expressly agreed that in the event of non-payment by the due date, the full price will be payable without further delay and could lead to the automatic cancellation of the sale failing full payment by the Customer within 15 days of receipt of formal notice by registered letter with acknowledgement of receipt. Rescission may entitle SON to claim damages.

4-3 Non-compensation clause

Barring any express, prior, and written agreement from SON, the Customer may not claim any compensatory payments to offset, on the one hand, possible delays in the supply of the services and/or products ordered or for non-compliance of the order, and, on the other hand, the amounts owed by the Customer to SON for the purchase of said services and/or products.

4-4 Legal payment guarantee in cases of subcontracting contracts for custom services

When the contract entered into for SON’s services forms part of a group of contracts, as defined by French law no. 75-1334 of 31st December 1975, the Customer is legally required to have SON’s services accepted by its principal. The Customer is also obliged to ensure that their principal accepts SON’s payment terms. If the principal is not the end Customer, the Customer agrees to require the principal to comply with the conditions stipulated in French law no. 75-1334 of 31st December 1975.

In accordance with Article 3 of the aforementioned law, failure to submit SON as the supplier to the principal or to obtain the principal’s approval of SON as the supplier will result in the Customer being unable to benefit from the contract with SON. This covers, in particular, claims relating to any failure to comply with specifications. However, pursuant to the aforementioned Article, the Customer remains bound to execute its contractual obligations for the principal.

Furthermore, the Customer must, if aware of the existence of a subcontractor, formally require the company to comply with the obligations imposed by law. Failing this, it will be held liable under Article 14-1 of the French law of 1975. Under these GTCs, the French law of 1975 is considered internationally applicable to foreign end Customers through the Customer.

ARTICLE 5 – Conditions for the Provision of Services and/or Products

5-1 Execution of services by SON and/or delivery of products

Once the quotation for services and/or custom services has been validated, or once the online order for standard products and/or services has been accepted by email, AND once SON has received the deposit payment, SON will proceed with the provision of the services and/or the delivery of the requested products in accordance with the following conditions:

  • For orders for custom products and/or services, in accordance with the terms stipulated on the quotation and the supporting documents as stated in Article 1, within the timeframe indicated on the quotation, barring force majeure.
  • For online orders for standard products and/or services, in accordance with the terms of the email order acceptance sent to the Customer by SON and according to the deadline indicated, barring force majeure.

Standard products are shipped (handed over to the carrier) within 48 hours, stocks permitting. Otherwise, products are shipped as per the delivery schedule stipulated in the Special Terms and Conditions (see order form, quotation, or order confirmation) or, in the absence of further indication, within 15 days of the date of acceptance of the order by SON.

This period does not constitute a strict deadline, and SON cannot be held liable to the Customer in the event of a delay in product delivery or in the execution of services not exceeding 20 days.

In the following cases, the delivery deadline will be automatically prolonged: delays in the supply of raw materials required to complete the order, delays in the supply of products and/or laboratory consumables, delays caused by a subcontractor, failure of any analysis equipment or tools that would prevent the product from being characterised and therefore prevent delivery of the certificate of analysis and/or the provision of services (analysis services), etc.

The Customer will be informed of such exceptional circumstances at the earliest opportunity.

SON’s liability can in no case be engaged in the event of delay or suspension of product delivery or the execution of services attributable to the Customer or in the event of force majeure.

Delivery is made to the location indicated on the validated quotation, order form, or email order confirmation either by direct delivery of the products to the Customer, by notification of availability, or by handover to a shipper or a carrier on SON’s premises.

Similarly, in the event of a specific Customer request concerning the conditions governing the provision of services and/or products, duly accepted in writing by SON, the associated costs will be subject to specific additional invoicing in accordance with a quotation previously accepted by the Customer.

Order cancellation

Please contact SON’s Customer Services (contact@sonsas.com) if you need to cancel an order. Customers are entitled to cancel orders for standard products from the catalogue at any time prior to collection/packaging for dispatch. Cancellations of orders for custom products, non-catalogue products, or products not listed in SON’s inventory may be rejected or subject to cancellation fees. Please contact SON’s Customer Services if you need to cancel an order.

Returns Policy

SON’s returns policy applies to standard products from the catalogue (e.g. when customers order items they do not need). Returns are accepted within 15 calendar days of delivery by SON, subject to a minimum 15% restocking fee of the invoiced value of the returned products (minimum €25 or local equivalent).

This returns policy applies only to new, resalable products from the catalogue and does not apply to (i) discontinued products, (ii) custom products, (iii) products purchased from a supplier other than SON, (iv) refrigerated or temperature-sensitive products, (v) expired, worn, used, or damaged products, (vi) reagents, diagnostic products, sterile, chemical, or medical products, or (vii) products with an expiry date not allowing resale. In general, returns of custom or non-catalogue products cannot be accepted.

The Customer must obtain a Return Goods Authorisation (“RGA”) from SON and include the RGA number on the return documents before returning the products to the specified returns location (at the Customer’s expense). Please contact SON’s Customer Services (contact@sonsas.com) for details of the returns procedure. However, it must be noted that this policy does not affect the Customer’s right to return, within the applicable warranty period, products that are defective or do not conform to specifications.

5-2 Product receipt and inspection

Upon receipt at the Customer’s premises, the Customer must, at their own expense and as a matter of their own responsibility, inspect or arrange for the inspection of the products delivered to ensure they comply with the terms of the contract. The Customer is required to inspect the apparent condition of the products upon delivery. The Customer will have 10 days from the provision of the services and/or products to transmit, in writing, any reservations or claims, along with all the related evidence, to SON.

In the absence of reservations or claims expressly raised by the Customer within this period, the services and/or products will be judged as compliant with the order in quantity and quality.

No claim can be accepted if the Customer fails to comply with these formalities and deadlines.
In the event of a complaint that complies with the aforementioned conditions and deadlines, and provided that the lack of conformity is proven and that no exemption from liability as mentioned in Article 6 below is applicable, SON will replace the product or rectify the service provided for the Customer (to the extent possible) as quickly as possible and at SON’s expense.

5-3 The Customer’s commitments and obligations

The Customer agrees, in good time:

  • to specify its particular requirements in relation to SON’s products and services.
  • If the service or product is to be produced using a product supplied by the Customer, they must supply a product whose quality and physico-chemical characteristics comply with the specifications established with SON.
    The Customer is personally responsible for observing the rules governing the use, storage, and transport of the products and for verifying applicable legal information, notably concerning storage requirements and any prior authorisations that may be required, and must bring this information to the attention of SON. Concerning products sold by SON, these are chemical products for use in research work and development, and the necessary care concerning their storage, preservation, and use is indicated on the Site and/or the quotation and order form, as well as on the safety data sheet supplied and the product packaging. The Customer acknowledges having read these precautions and agrees to abide by them unreservedly.

5-4 Customer co-operation

Customer cooperation is essential to being able to determine the product(s) corresponding to the Customer’s needs and to provide the service sought by the Customer. The Customer agrees to cooperate in good faith and agrees to provide all necessary technical details and information to SON in accordance with the conditions stipulated on the quotation and in accordance with the requests made by SON for the purposes of establishing the quotation and thereafter throughout the period of collaboration.

Furthermore, the Customer grants SON and its employees and subcontractors access to the premises and information necessary for the provision of the service, even if access is subject to restrictions.

The Customer will arrange for the timely delivery of all access passes and authorisations necessary for SON and its employees to provide the service, if the service is to be provided on the Customer’s premises.

The Customer generally agrees to make all necessary arrangements for SON to perform its duties and agrees to make sure SON and its subcontractors can access electrical wiring and water networks, any necessary equipment (compliant with current standards), and handle products in adequate safety conditions.

The Customer is personally responsible for obtaining all legal and administrative authorisations required, if applicable, for SON and any of its subcontractors to provide the services.

5-5 Transfer of ownership and risks, transport

  • Title Retention

Regardless of the delivery date of the products, SON retains ownership of the Products sold until effective payment of the full capital price, interests, fees, and any additional costs. Payment is deemed complete when the amounts are actually received by SON.

If payment is not made, SON may reclaim the Products and the Customer will be obliged to return them to SON. Furthermore, if the Customer is currently facing court-supervised recovery procedures, SON may reclaim Products that have not been paid for in full under the provisions of Articles L.624-9 et seq. of the French Commercial Code.

The Customer may under no circumstances pledge by way of security or collateralise for unpaid Products. If SON exercises its right to reclaim the Products, the repossession of the Products in question will not result in a refund of the part of the price that may have been paid; this sum will be kept by SON as compensation.

In the event of resale of the Products by the Customer, the latter agrees to immediately pay SON the Price or the outstanding part of the Price, or to inform the sub-purchaser that the Products in question are subject to a title retention clause in favour of SON, namely by indicating this on the invoice, and to inform SON of said sale so that SON can uphold its rights and, if necessary, claim the resale price from the sub-purchaser.

Should the title retention clause be invoked, the Customer will be liable to pay lost value compensation. This compensation cannot be offset by any deposits already paid by the Customer.

This title retention clause does not preclude the risk transfer outlined in this document.

  • Product risk transfer

Transfer of risk of loss and deterioration to the Customer occurs as soon as the products are dispatched by SON in accordance with the order form or quotation.

  • Product transport

Failing agreement to the contrary, all transport, insurance, customs, and handling operations are the responsibility of and at the expense, risk, and peril of the Customer, who is also responsible for checking shipments on arrival and, if necessary, lodging claims against transporters, even if shipment was free of charge.

In accordance with Article L.133-3 of the French Commercial Code, it is the Customer’s responsibility to lodge any claims with the transporter by registered letter with acknowledgement of receipt within three (3) days of receipt of the products. Stating “subject to unpacking” has no value to the transporter and no value in the event of a dispute.
If products are shipped by SON, the shipment is made carriage forward at the lowest rates, unless the Customer expressly requests otherwise, in which case the additional shipping costs will be borne by the Customer.

ARTICLE 6 – SON’s Liability – Cover

SON endeavours to provide only high-quality services and/or products that comply with regulations and customary use. In supplying its services, SON is bound only by a duty of best efforts.
SON certifies that it is covered for civil liability by a solvent insurance company and that the corresponding insurance policy is maintained.

SON’s cover is limited to a cumulative amount of €3,000,000 per claim and per year for direct damage caused to the Customer, including physical injury, property damage, and consequential loss arising as a result of the fulfilment or non-fulfilment of SON’s services, and for which the existence of a fault, damage, and a direct causal relationship can be proven.

In accordance with the applicable legal provisions, SON provides the Customer with a warranty against any non-compliance in the services and/or products as well as any latent defect resulting from a fault in the design or delivery of the said services and/or products, but excluding any negligence, omission, or mistake attributable to the Customer or a third party (e.g. mishandling of the product(s) by the Customer or by an unauthorised third party, or improper use or alteration of the products), or damage due to improper storage conditions or force majeure, or in the event of interference during the legal warranty period by a third party not approved by SON.

SON may only be held liable in the event of proven fault or negligence and its liability is limited to direct damages, excluding any consequential loss of any nature whatsoever.

In any event, the value of SON’s potential liability vis-à-vis the Customer cannot exceed the purchase value of the Product for which SON is held liable.

To assert its rights, the Customer must, under penalty of forfeiture of any action relating thereto, notify SON in writing of the existence of defects within a maximum of 10 calendar days from their discovery, together with supporting documents.

Wherever possible, SON will rectify or have corrected, at its entire expense, in accordance with the relevant conditions agreed to by the Customer, the services and/or products deemed defective, without the replacement of said products resulting in an extension of the warranty period. The warranty period is 6 months.

The warranty does not cover damage caused by or accidents involving impact, dropping, negligence, alteration of the product, or storage or use not in compliance with the usage specifications. Furthermore, the warranty does not cover normal wear and tear of the product or, more generally, any problem not directly attributable to SON.

In addition, SON cannot be held liable by the Customer for any damage resulting from the use of the internet (i.e. viruses, data loss, hacking, service interruption, etc.).

Lastly, it is explicitly understood that the products and/or services provided are exclusively for use in research and development projects carried out by the Customer and that nanoparticles provided by SON may only be used in the context of preclinical development, and their use in any experiments involving human beings is strictly forbidden.

Should the Customer use the product in a manner that contravenes the stipulations of the previous paragraph, the Customer will be liable to pay SON the sum of €20,000, excluding the possible enforcement of the cancellation clause and any claim for compensation.

ARTICLE 7 – Intellectual property rights and expertise relating to documents and products

SON retains sole ownership of all intellectual property rights on studies, formulas, protocols, etc., produced (even at the Customer’s request) for the purpose of supplying services and/or products to the Customer. Furthermore, the expertise included in the documents issued, the products delivered, and the services provided remain the exclusive property of SON.

The Customer is therefore prohibited from reproducing or using said studies, formulas, protocols, etc., without the express, written, and prior consent of SON, at its discretion.

ARTICLE 7A – Data processing and individual liberties

In accordance with French law 78-17 of 6th January 1978 (amended by law 2004-801 of 6th August 2004 on the protection of natural persons in the processing of personal data) governing data processing, files, and individual liberties, as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the GDPR), SON, the data controller, keeps a data register.

Data gathering

SON gathers and processes Customers’ individual data solely for the purposes of placing orders, as part of its marketing activities, for news releases, and for customer service purposes. The data is stored and hosted in France.

This data may be shared with third parties (website host, independent accountants, servers, [potentially] email marketing sites, independent payment reminder services, etc.).

The data we collect for the purpose of processing orders and in the context of requests for custom products and/or services includes the full name of the Customer or contact person, a valid phone number and email address, SIRET number if applicable (company identification number), EU VAT number, company name, head office address, and the address of the premises to which the products and/or services are to be delivered.

Creating an account with SON

The following information is required when the Customer’s account is created: full name of the Customer or contact person, a valid phone number and email address, SIRET number if applicable (company identification number), EU VAT number, company name, head office address, the address of the premises to which the products and/or services are to be delivered.

Use of personal data collected when placing orders
The personal data collected from Customers is used to enable the provision of services and/or the supply of products ordered by the Customer.

Personal data is processed according to the following lawful bases:

  • SON’s legitimate interest in managing its relationship with its Customers;
  • The performance of pre-contractual or contractual formalities when SON processes data for:
    • the production, manufacture, management, and tracking of Customer orders;
    • recovery;
    • Compliance with legal and regulatory obligations when SON processes data for:
      • invoicing;
      • accounting.

SON only keeps data for the time necessary for the purposes for which it was collected and in compliance with the regulations in force.

Accordingly, Customer data is kept for a period of 3 years from the last order placed or from the creation of an online account with no subsequent order, without prejudice to any storage obligations or periods of prescription. Data is kept for accounting purposes for 10 years from the end of the financial year.

The data processed is intended for use by authorised SON personnel.

Under the provisions of the French Data Processing and Individual Liberties Act and the European General Data Protection Regulation, natural persons have the right to access, rectify, query, limit, transfer, and delete data concerning them.

Data subjects also have the right to object at any time, for reasons relating to their particular situation, to the processing of personal data based on the company’s legitimate interest, as well as the right to object to marketing activities.

They also have the right to establish general and specific conditions governing the way in which they wish the above-mentioned rights to be exercised after their death by contacting SON by email (contact@sonsas.com) or by post (9, Avenue Alain Savary, 21000 DIJON, FRANCE) enclosing a copy of a signed identification document.

Data subjects have the right to lodge a complaint with the French data protection agency, CNIL (Commission Nationale de l’Informatique et des Libertés).
In its capacity as the Data Controller, SON undertakes to ensure that all necessary precautions are taken to protect the security and confidentiality of personal data and, specifically, to prevent it from being altered, distorted, damaged, or accessed by unauthorised third parties.