General Terms and Conditions of Sale

In accordance with article L 441-1 of the French Commercial Code, the present general terms and conditions of sale constitute the sole basis of the commercial relationship between the parties.

The purpose of these Terms and Conditions is to define the conditions under which Génia ("Génia" or "the Supplier") supplies its products for animal health professionals ("the Products") to professional Buyers ("the Buyers" or "the Buyer") who order them via its website, by direct contact or in writting.

They apply without restriction to all sales concluded by Génia with Buyers, regardless of the clauses that may appear on the Buyer's documents, and in particular its general terms of purchase, unless expressly agreed otherwise in advance by Génia and confirmed in writing by registered mail.

In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Buyer who requests them, to enable him/her to place an order with the company Génia.

Any order of Products implies, on the part of the Buyer, the acceptance without reserve and in its entirety of the present General Terms and Conditions of Sale.

The information contained in Génia's catalogues, leaflets and price lists is given for information only and may be revised at any time. The Supplier is entitled to make any changes that are deemed useful.

In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, based on the negotiations conducted with the Buyer, by drawing up Special Terms and Conditions of Sale.

Purchase Orders

Sales shall only be concluded after express acceptance of the Buyer's order by the Supplier, who shall ensure, in particular, the availability of the products requested.

This acceptance may result from the sending of an order confirmation as well as from the dispatch of the products following the order.

The data recorded in the Supplier's computer system shall constitute proof of all transactions concluded with the Buyer.

Any changes requested by the Buyer shall only be taken into account, within the limits of the Supplier's possibilities and at its sole discretion, if they are notified in writing no later than 2 days after receipt of the Buyer's initial purchase order and possible price adjustment.

In the event of a modification of the order by the Buyer, the company Génia shall be released from the deadlines agreed for its execution at the time of the initial order confirmation.

In the event of any modification of an order already received and confirmed, the conditions previously granted may not be renewed without prior agreement from Génia.

Génia reserves the right not to deliver the full quantity ordered for one or more product references in the event that these quantities increase by more than 20% in one month compared to the previous month or compared to the average of the last 12 months. In such a case, Genia will inform the client as soon as possible of the volumes that cannot be delivered.

Delivery

Delivery is made to the place indicated by the Buyer on his purchase order by handing over the Products directly to the Buyer. The Products travel at the Buyer's risk.

“Export" deliveries are governed by the INCOTERMS version 2020 defined by the International Chamber of Commerce (ICC).

The indicated delivery time is given as for information only and is not guaranteed. Génia reserves the right to modify or suspend the indicated delivery time in the event of unforeseen events directly or indirectly affecting its production or shipping department, as well as in the event of delays from its suppliers.

Consequently, any delay in the delivery of the products shall not give rise to any claim for the benefit of the Buyer such as :
- the award of damages or compensation of any kind;
- the cancellation of the order.

The Supplier shall not be held responsible in any way for any delay or suspension of the delivery caused by the Buyer or in the event of force majeure.

In the event of shortages or damages to the goods delivered, it is the responsibility of the Buyer to make all necessary reservations with the carrier.

The Buyer shall check the goods upon receipt, including the reference number, the quality and quantity of the goods and their conformity with the order.

If a package is damaged upon delivery, to the Buyer shall unpack the contents in presence of the carrier and make clear and detailed reservations on the carrier's delivery note. These reservations must be confirmed to the carrier by registered mail within 3 days. If no reservation is made, deliveries are considered to be correctly carried out.

Any complaint, whatever its nature, concerning the products delivered, will only be accepted by Génia if it is made in writing, by registered mail, within 3 days of receiving the products.

It is the responsibility of the Buyer to provide all proof of the reality of the defects or shortages observed.

The acceptance without reserve of the products ordered by the customer covers any apparent defect and/or shortage.

No claim can be validly accepted if the Buyer does not comply with these formalities.

Damage and prejudice on defective product:

Génia shall not be held responsible for damages, of any nature whatsoever, which would be the direct or indirect consequence of a defective use or storage of the products sold.

The Buyer shall ensure that the use and storage of the product is exactly suited to the intended use and the precautions to be taken.

In any case, in the event that the use or storage of a product leads, directly or indirectly, to damage, a detailed report accompanied by an expert report must be sent by the Buyer to the head office of Génia, by registered mail, within 72 hours of the damage being noted. These elements must also be brought to the attention of all respective insurers by registered mail.

The buyer must keep the product in question as well as an identical new product (in its original new packaging) bearing the same batch number and make them available to Génia

If necessary, an expert report on the product in question may be carried out by an expert appointed by Génia's insurers or by a specialised laboratory appointed by the competent court.

If these formalities are not respected, no claim can be taken into consideration and Génia cannot be held responsible in any way whatsoever.

Return of goods

Returns due to delivery or order errors must be submitted to the prior written consent of Génia. No return will be accepted after a period of 15 days from the date of receipt of the goods. All returned products must be intact in their original packaging. Any repackaging costs will be charged to the Buyer. Any return not corresponding to the original sale unit will be refused .

For returns due to order errors, the costs of return and restocking will be charged to the Buyer with a minimum charge of 10% of the net invoice value excluding tax of the returned products.

Billing

The products are invoiced in euros at the rates and conditions in force on the day the order is registered. The price in force is the one mentioned in the order confirmation and, if necessary, in the specific commercial proposal sent to the Buyer.

Unless otherwise indicated, these prices are in euros, net, exclusive of tax, ex works and packaging not included. They do not include transport, customs duties and insurance, which are the responsibility of the Buyer.

In the event of a product being out of stock, Génia reserves the right to apply the price valid on the date of restocking of actual delivery.

Our general price list is available upon request from the Buyer.

Génia reserves the right to send its invoices to the Buyer in electronic format.

Terms of payment

All orders that Genia agrees to execute are done so on the basis that the Buyer presents sufficient financial guarantees to pay the amounts due when they fall due, in accordance with the law.

If Genia has reason to fear payment difficulties on the part of the Buyer on or after the date of the order, Genia may ask for prepayment as a condition to accept and execute the order.

Unless otherwise agreed, invoices are payable upon receipt of invoice. Payments are made to Genia's head office. The date of the invoice constitutes the starting point of the agreed payment term(s).

The following payment methods can be used:
- by bank transfer
- by bill of exchange
- by documentary credit
- by bank cheque

Payments made by the Buyer will only be considered final after effective collection of the sums due by the company Génia.

In the case of payment by bank cheque, it must be issued by a bank domiciled in France. Cheques are cashed immediately.

Invoices are payable for the exact amount stated therein without deduction of any costs.

Under no circumstances may payments be suspended or offset in any way without the prior written consent of Genia.

No discount will be applied by Génia for early payment.

All bank charges related to the order are fully charged to the Buyer.

International payments by documentary credits are governed by the Uniform Customs and Practice (UCP) No. 600 of the International Chamber of Commerce (ICC).

Late payment

In the event of late payment of all or part of the sums due after the due date indicated on the invoice, late payment penalties equal to three times the legal interest rate applied to the amount due, including VAT, will be automatically and by right due to Génia, without any formality or prior notice, as of the due date of the invoice.

The legal interest rate is the one in force on the day of delivery of the goods.

In the event of non-compliance with the above payment conditions, and without prejudice to any damages, Génia also reserves the right to :
- Modify, suspend or even cancel the execution of other orders that may have been accepted;
- Change the terms of payment for the Buyer;
- Immediately demand all sums, even if not yet due, that may be owed.

Except with the express, prior and written agreement of Génia, and on the condition that the reciprocal claims and debts are certain, liquid and due, no compensation may be validly made between any penalties for late delivery or non-conformity of the products ordered by The Buyer on the one hand, and the sums owed by the latter to Génia for the purchase of said products on the other.

Finally, a fixed indemnity for collection costs, in the amount of 40 euros, will be due, automatically and without prior notification by the Buyer in case of late payment (art 121-II of the law 2012-387 of 22 March 2012 and decree 2012-115). Génia reserves the right to request the Buyer for additional compensation if the collection costs actually incurred exceed this amount .

Retention of ownership and transfer of risk :

Reservation of ownership :

All our sales are concluded with retention of ownership.

LGénia retains ownership of the goods sold until full payment of the price, in principal and in accessories, and this whatever the date of delivery of the said Products, in accordance with articles L624.16 and L624.17 of the French Commercial Code.

The buyer must therefore ensure that the products and their specifications are properly preserved and that their identification is safeguarded until the transfer of ownership to him.

In this respect, if the Buyer is subject to a receivership or liquidation, Génia reserves the right to claim, within the framework of the collective procedure, the goods sold and remaining unpaid.

Transfer of risk :

The transfer to the Buyer of the risks of loss and deterioration of the products will be carried out as soon as the Products are handed over to the carrier, independently of the transfer of ownership, and this regardless of the date of the order and payment thereof.

The Buyer therefore undertakes to take out an insurance policy covering the risks of loss, theft or destruction of the said Products .

Force Majeure

Génia cannot be held responsible if the non-execution or the delay in the execution of one of its obligations described in the present general terms and conditions of sale results from a case of force
majeure. In this respect, force majeure is defined as any external, unforeseeable and irresistible event within the meaning of Article 1148 of the French Civil Code.

Jurisdiction

All disputes to which the present contract and the agreements arising from it could give rise, concerning both their validity, interpretation, execution, resolution, consequences and consequences shall be submitted to the court of SAINT-NAZAIRE, FRANCE.

Applicable law - Language of the contract

The present General Terms and Conditions of Sale and the operations arising from them are governed by the laws of France.

They are written in French. If translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.