General Sales Conditions

Save as otherwise agreed between the Parties, the present General Sales Conditions (hereinafter called the “General Conditions”) together with the special conditions indicated in the order confirmation regulate all sales of products and services between PorphyChem® SAS (hereinafter called the “Seller”) and any buyer (hereinafter referred to as the “Client”) and, save any specific agreements in terms of exceptions in a written form, they will prevail over any other different clause inserted in forms or in any other documents used by the Seller and/or Clients (hereinafter jointly referred to as the “Parties”).

1.1 The object of sales regulated by the present General Sales Conditions are the products and services indicated in the website ( of the Seller (hereinafter called the “Products”) applicable when the purchase order is transmitted by the Client, with the specifications indicated.
1.3 These Products are proposed in the limit of the available stocks.
1.2 Any catalogues or price lists sent will not constitute a formal offer by the Seller who will be free to modify the same at any time and without any obligation to provide notice.
1.4 Purchase and use Products of PorphyChem® SAS shall be sold for scientific purposes or as raw materials. Each and every form of use for human medical purposes shall be at the exclusive risk of the Client. The possibility of health damages or risks has not been fully researched with many products. Furthermore, for health and safety reasons, we shall not supply chemicals to private individuals or deliver to residential addresses. Orders will be accepted from bona-fide business customers only.

2.1 Every Client’s order (hereinafter called the “Order”), to be sent to the Seller in writing, will be considered firm and binding for the Client until receipt of the relative confirmation by the Seller and, in any case, no later than 15 days from receipt. Written Orders sent by the Client will be considered received by the Seller by e-mail, fax or through its website (
2.2 Orders will be considered accepted by the Seller upon receipt by the Client of an order confirmation issued by the Seller (hereinafter called the “Order Confirmation”).
2.3 If the Order Confirmation contains modifications compared with the Order, the modifications will be considered tacitly accepted following three working days from receipt of the Order Confirmation without the Client expressing his disapproval in writing.
2.4 The delivery of a quantity of Products that exceeds or is less than 5% compared with the quantity ordered and accepted is to be considered compliant with the Order.
2.5 Save the execution of orders following an Order Confirmation, the Seller may suspend and/or cease the production of Products at any time and without any notice if market and/or production requirements may so demand, without the Client having any right to make any kind of claim or demand.

3.1 Save any other agreements made in writing between the Parties, the prices of Products (hereinafter called the “Prices”) are the ones indicated in the Seller’s price list applicable when the Order Confirmation is issued.
3.2 All prices are in Euro excluding any local tax. Minimum order is EUR 20.0. Prices do not include transport, insurance and special packaging charges of the Products and any other cost not specifically indicated in the Order Confirmation.
3.3 Prices are subject to change. Client should check pricing at the time of placing the order. Client may request special quantity discounts and pricing for bulk quantities. Special prices must be confirmed in writing by Seller and unless otherwise agreed are valid for 30 days.
3.4 Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between Seller and Client shall be paid by Client in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Client shall reimburse Seller; or, in lieu of such payment, Client shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

4.1 Terms of payment are net 30 days from date of invoice, unless otherwise stated. Products will be billed at the price in effect at the time shipment is made.
4.2 Payment will be accepted by credit card (VISA – MASTERCARD – AMERICAN EXPRESS), check and bank transfer. Seller reserves the right to ask for prior partial or full payment in any case.
4.3 In the case of a totally or partially delayed payment, the Client will be obliged to pay the Seller interest on the amount due and invoiced. This interest rate will be equivalent to the three month EURIBOR rate applicable during the period of interest on arrears increased by 8 points or, if higher, at the official interest rate applicable in the country of the Client at the time of non payment, increased by 10 percent.
4.4 If the Client delays a payment totally or partially, the Seller may suspend any pending delivery, rescind the relative contract and withhold any amount paid in advance as compensation, until payment of the damage agreed, without compromising the right to claim for further damages.
4.5 Total or partial non payment of even just one invoice by the Client, as well as the reduction of any possible guarantees provided, will automatically result in the loss of the benefit of the term with reference to any amount due to the Seller by the Client himself.

5.1. Delivery of goods to the carrier at Seller’s plant or other loading point shall constitute delivery to Client and transfer of the risks relating to the goods from Seller to Client, and regardless of shipping terms, all risk of loss or damage in transit shall be borne by Client. Seller reserves the right to make delivery in installments unless otherwise requested, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Client of its obligation to accept remaining deliveries.
5.2. Seller will endeavor to ship by the means requested by the Client but reserves the right to over-ride this in the interests of legal requirements or safety. Additional charges for hazardous packaging and transportation may be added to the invoice.
5.3. Immediately upon Client’s receipt of any goods shipped hereunder, Client shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller’s written disposition. If Client shall fail to so notify Seller within 10 days after Client has received the goods, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by Client.
5.4 Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Client’s reasonable control, including without limitation, unsuccessful reactions, act of Client, embargo or other governmental act regulation or request affecting the conduct of Client’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power. Such circumstances beyond the reasonable control of the Seller will not be deemed to allow the Client to terminate the contract. In case the circumstances evolve into a permanent obstacle, the Seller shall promptly inform the Client and will be freed from any obligation under the contract. Seller rigorously tests its products in its Quality Control Laboratory to determine purity and consistency. The purity and physical constants stated within this catalogue are typical values, and may vary from lot to lot. If additional information is needed, Client should contact Seller in advance.
5.5 Goods may not be returned for credit except with Seller’s written permission, and then only in strict compliance with Seller’s return of shipment instructions. Unidentified or unauthorized return shipments will be discarded without credit. For items ordered in error and returned Client will pay any return freight and handling charges and Seller reserves the right to impose a restocking charge.
5.6 Items which are proven defective or non-conforming to Sellers specifications will be replaced at no charge or, at Seller’s discretion, credit issued upon receipt of returned goods. All claims for replacement or credit must be made within 10 days of receipt of goods.
5.7 Seller’s liability for any and all claims, losses or damages arising for any cause, including our negligence, shall in no event exceed the purchase price of the materials with respect to which the cause arose. In no event shall seller be liable for incidental or consequential damages.

6.1 Unless specified differently in writing, Seller warrants that its Products shall conform to the description of such products as provided in the Seller’s catalogue, or other literature, if furnished to Client.
6.2 This warranty is exclusive, and Seller makes no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for any particular purpose.
6.3 Seller’s warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Client or its customers have misused the products in any manner or has failed to use the Products in accordance with instructions, if any, furnished by the Seller.
6.4 Seller’s sole and exclusive liability and Client’s exclusive remedy with respect to Products provided to Seller’s satisfaction to be defective or non-conforming shall be, in Seller’s sole discretion, (1) the replacement of such Products without charge or (2) refund of the purchase price upon the disposition of such Products in accordance with Seller’s instructions. Client shall, in demanding such remedy, submit to Seller adequate proof as required by Seller and Seller shall, only when such demand is considered appropriate, take remedial steps. Seller shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence or strict liability) or any other theory of law with respect to goods sold or technical services rendered by Seller, or with respect to any undertakings, acts or omissions relating thereto. Seller shall not be liable for any incidental, consequential or contingent damages.

7.1 Seller’s Products are intended primarily for laboratory use and, unless otherwise indicated on Seller’s invoice, other writings, or on product labels, are not to be used for other purposes, including, but not limited to as, or a component in, a food, drug, or medical device (including in vitro diagnostic reagents), cosmetics or pesticide as defined in European Law. Client acknowledges that Seller has not tested the products purchased hereunder for safety and efficacy in a food, drug, cosmetic or pesticide unless otherwise stated by Seller in writing furnished to Client. Client expressly represents and warrants to Seller that Client will properly test, use and market any Products purchased from Seller and any final articles made from them in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.
7.2 Client acknowledges that Seller’s products are intended primarily for laboratory use and that they may not be on the inventory of Existing Chemical Substances as defined by EINECS and ELINCS. Products may also not be on the TSCA inventory. Seller assumes no responsibility to assure that products purchased hereunder may be used in a commercial application as defined under appropriate legislation.
7.3 The hazards, physiological and toxicological properties of many of Seller’s chemical products have not yet been fully investigated and/or determined and should be handled with the utmost caution when they are used, stored or during disposal, by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures. Seller makes no guarantee of any results and assumes no liability for damage to any person, persons or property resulting from incorrect handling, storage, usage or disposal of its products and is not responsible for conditions and actions which are beyond its control.
7.4 Seller will provide Client with material safety data sheets (MSDS) as required by European law. Every effort is made to provide current known information. However, the nature of new research chemicals precludes complete knowledge. Seller makes no claim as to the completeness, correctness, currency, or comprehensiveness of information provided in its MSDS.
7.5 Client has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Seller. Client also has the duty to warn Client’s customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.
7.6 Client agrees to comply with instructions, if any, furnished by Seller relating to the use of the Products and not misuse the Products in any manner. If the Products purchased from Seller are to be repackaged, relabeled, or used as starting material or components of other products, Client will verify Seller’s assay of the products.
7.7 When disposing of a chemical, careful consideration must be given to the chemical and physical properties of the compound. Client must follow all European, national, and local laws and regulations governing chemical disposal. Only individuals who have received specific chemical education and training and who are conversant with chemical handling and safety procedures should handle the waste disposals of chemicals.
7.8 Client agrees to indemnify and hold Seller harmless from and against any and all losses, damages and expenses (including attorney’s fees and other costs of defending any action) that Seller may sustain or incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory of law, by Client, its officers, agents or employees, its successors or assigns, and its customers, whether direct or indirect, in connection with the use of Seller’s products, or by reason of Client’s failure to perform the obligations herein contained. Client shall notify Seller within 15 days of Client’s receipt of knowledge of any accident involving Seller’s products resulting in personal injury or damage to property, and Client shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Client or made available to Client by others. The furnishing of such information to Seller and any investigation by Seller shall not constitute an assumption of any liability by Seller.

8.1 Seller does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any European or other patent covering the Product itself or the use thereof in combination with other products or in the operation of any process.

9.1 At Client’s request, Seller may furnish technical assistance and information with respect to Seller’s Products. Client assumes sole responsibility for results obtained in reliance thereon. Seller makes no warranties of any kind or nature with respect to technical assistance or information provided by it. Any suggestions by Seller regarding use, application or suitability of the Product shall not be construed as an express warranty unless expressly designated as such in writing signed by Seller.

10.1 Seller shall retain ownership of the goods until Seller has received payment in full for the goods, including any costs, interest and taxes relating to the sale of the goods. The Client shall keep the goods in which the Seller has retained title at the Client’s premises in the state they were in at delivery, without any alteration, or incorporation into or mixing with other goods, whether moveable or immovable, and in such a manner that such goods may be easily identified. The Client shall not sell, pledge or grant any rights relating to the goods to any third party as long as they are owned by the Seller. The Client must immediately inform the Seller of any seizure, confiscation or any other conservatory measure taken on the goods by any third party. The Client shall maintain adequate insurance coverage for the goods for which the Seller has retained title.

11.1 Severability. All provisions of this agreement shall be considered as separate items and conditions, and in the event that any one shall be held illegal, invalid or unenforceable, all other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, provided however, that whenever possible, the illegal, invalid, or unenforceable provisions shall be deemed modified and effective to the extent it may thereby be made legal, valid and enforceable.
11.2 Binding Effect. All provisions and terms of the contract between Client and Seller shall inure to the benefit of and become binding upon the heirs, executors, administrators, successors, representatives, receivers, trustee, and assigns of the Parties.
11.3 Assignability. Neither this agreement nor any right or interest hereby granted to the Client whether under the contract between Client and Seller or otherwise shall be assigned by the Client or by operation of law without the prior written consent of an authorized officer of Seller and any assignment without such written consent shall be null and void and shall not bind Seller.
11.4 Client, having carefully read all provisions of this agreement, acknowledges receipt of a copy of this agreement and agrees that the terms contained herein shall supercede those terms in the purchase order which are conflicting, inconsistent or contradictory therewith, and that it has not relied upon those representations or warranties with respect to the goods except those expressly set forth in this agreement.

12.1 The present General Sales Conditions shall be governed by French law. Seller and Client will endeavor to settle disputes between themselves, but in the event of no solution the Courts of Dijon will be employed.

valid from 1 December 2012