GENERAL TERMS AND CONDITIONS OF SALE (GTC)
1. Definitions
1.1 “Secoya” means Secoya Technologies SRL (Belgium spin-off of the Université Libre de Bruxelles (ULB) which provides solutions for the production and the formulation of molecules and APIs (Active Pharmaceutical Ingredient)), with registered office Fond des Més 4, 1348 Ottignies-Louvain-la-Neuve, BELGIUM, registered at the BCE under nr. BE 0733.945.847.
1.2 “Product” or “Products” means: the Product or Products manufactured by Secoya that are sold under the Contract.
1.3 “Buyer” or “Client” means: any person, physical or legal, who orders a Product from Secoya for professional purposes.
1.4 “Party” or “Parties” means the person or persons, in the quality of Buyer and Secoya, who has / have concluded the Contract.
1.5 “Contract” means the agreement concluded between the Parties for the supply of Products from Secoya to the Buyer/Client, subject to the present GTC.
2. Scope
2.1 These general conditions (GTC) are applicable to all orders placed by the Client with Secoya, including for ancillary services.
2.2 These GTC are the only ones applicable to the sales of Products to the exclusion of any general or specific conditions issued by the Client that Secoya has not expressly accepted in writing. The absence of implementation of a provision included in these GTC shall neither be construed as a waiver by Secoya to invoke them nor as the acknowledgment of any right on the part of the Client.
2.3 Secoya retains the right to amend the GTC at any time. The new version of GTC shall be applicable within 30 calendar days as from the date of notification to the Client or the date of their uploading on Secoya’s website (www.secoya-tech.com).
3. Offer and Order
3.1 Unless otherwise stipulated between the Parties, the validity period of the offers issued by Secoya is one month.
3.2 Any order that has not been preceded by a written offer from Secoya will only bind Secoya if Secoya has accepted it in writing.
3.3 The Contract shall be seen considered as agreed upon, rending the order definitive and binding, as from the moment Secoya confirms the receipt of the order in writing (e.g. per e-mail) to the Client acknowledging its receipt and confirming its acceptance.
4. Price and Invoicing
4.1 Unless otherwise stipulated between the Parties, the prices applicable to the Products are those mentioned in the Price’s list in force at the date of conclusion of the Contract. Secoya reserves itself the right to modify the prices of the Products at any time. The new price list shall be applicable as of the 30th day following its communication to the Client.
4.2 Unless otherwise indicated, prices are in EUR, excluding VAT. Any increase in VAT or any new tax that would be imposed between the time of the order and the time of delivery of the Product shall be borne by the Client.
4.3 Secoya may request a deposit equal to 50% of the price including VAT before the delivery of the Products.
5. Payment
5.1 Invoices are to be paid at Secoya’s establishment or at the financial institution named on the invoice, no later than 30 calendar days as from the date of the invoice.
5.2 Any claim relating to one of the invoices must be sent to Secoya in writing no later than 15 calendar days after its receipt. Beyond that deadline, potential claims will no longer be admissible.
5.3 Should the Client fail to pay an invoice at the due date, the payment of the totality of the invoices of the Client will become immediately due.
5.4 Any unpaid invoice at the end of the term will, ipso jure and without notice, result in a late payment interest of 1% per month, with a minimum of 250.00 EUR, in accordance with the law of 2 August 2002 concerning the fight against late payment in commercial transactions.
5.5 Any invoice unpaid at the end of the term will, in addition, be increased automatically and without notice by a flat-rate compensation of 10% of the remaining amount to be paid as damages.
5.6 The receipt of the invoice is legally and in accordance with Article 1139 of the Civil Code put to the notice of the debtor, without the need for further action and by the mere expiry of the term. In the absence of payment on the agreed date, Secoya also reserves the right to suspend the execution of its obligations, without prejudice to its right to consider the contract as terminated due to breach of contract by the Client and without its right to claim damages (in accordance with the provisions of point 11 below).
5.7 The Products shall remain the property of Secoya until full payment of the related invoices.
6. Delivery and Returns
6.1 Unless otherwise agreed by the Parties, the Products are delivered Ex Works.
6.2 The delivery time agreed upon by the Parties has only an indicative value.
6.3 A reasonable delay of execution or delivery therefore shall not give rise to any compensation, nor to a resolution of the contract or to the suspension of the obligations incumbent on the Client.
6.4 Secoya will only accept claims for return that relate to quantity, weight or specifications of the Products or, more generally, if the Products are not conform to the Contract.
6.5 Upon each delivery of Products, the Client must immediately check the compliance of the Products with the Contract.
6.6 Claims for return in connection with the quantity, weight or specifications must be made by mail to the following address: info@secoya-tech.com within a maximum of 7 calendar days as from the delivery and shall include a full description of the alleged defects, in default of which any right to make a claim in these respects will lapse.
6.7 Claims for return relating to other relevant defects must be made by mail to the following address info@secoya-tech.com within 2 calendar days as from the discovery of the defect and shall include a full description of the alleged defects. No claim in this respect can be made after a term of 6 months after the date of delivery.
6.8 Any claims made by the Client with regard to the Products shall also be extinguished if:
- (i) the Products have been processed or for some other reason are no longer identifiable as originating from Secoya;
- (ii) the defects were (partly) caused by normal wear and tear or by improper or incorrect handling use, storage or maintenance of the Products;
- (iii) the Client has not immediately given Secoya the opportunity to investigate the claim for return and to fulfil its obligations;
- (iv) the Client has failed to comply with an obligation resting upon it or has failed to comply with it properly or in time.
6.9 If non-compliance is proven and confirmed by Secoya, the Client may ask Secoya:
- (i) either to have a Product delivered which complies to the one ordered (provided it is in stock)
- (ii) or to be refunded for the price of the Product within 30 days of his claim.
6.10 Guarantee for defective products is limited to replacement of the Product or repayment of part or whole price.
7. Intellectual Property Rights
7.1 “Intellectual Property Rights” shall mean (i.) all intellectual or industrial property rights, whether registered or not, including copyright (including in computer programs), patents, utility models, database rights, designs (registered or unregistered), trademarks and trade names, (ii.) including applications for registration, and the right to apply for registration, for any of these rights and, (iii.) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
7.2 Client acknowledges that Secoya shall remain the exclusive owner, and where applicable licensee, of the Intellectual Property Rights and trade secrets used or embodied in the Products as well as in the related drawings, designs, specifications, documentation, and software. The sales of Products to the Client shall not constitute or imply any transfer of ownership of the Intellectual Property Rights used or embodied in the Products and shall not grant the Client any rights, title, or interests in the Intellectual Property Rights used or embodied in the Products.
7.3 Client shall not, directly or indirectly, apply for registration of Intellectual Property Rights of SECOYA, its suppliers or licensors, that are used or embodied in the Products, in any jurisdiction anywhere in the world.
7.4 Client shall not remove, alter, or obscure any copyright, trademark, trade name, logo, or other proprietary or confidentiality notice or legend from a Product and from its related packaging, documentation, or other materials provided by SECOYA.
7.5 To the maximum extent allowed by applicable laws and regulations, Client agrees that it will not directly or indirectly create, or attempt to create, by disassembling or reverse engineering, the Products, parts thereof, related software and the proprietary technologies used or embodied in the Products (“Reverse Engineering”). Suppose however, directly applicable mandatory law prohibits enforcement of the foregoing. In that case, Client may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the Product, or as otherwise and to the limited extent permitted by directly applicable mandatory law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) Client has first requested such information from Secoya and Secoya failed to make such information available under reasonable terms and conditions.
8. Confidentiality
8.1 “Confidential Information” means any technical, commercial or business information and data that is not, as a body or in the precise configuration and assembly of its components, generally known among or readily accessible to persons within the circles that normally deal with the kind of information in question. Confidential Information may be communicated by or on behalf of Secoya to the Client, either orally, visually or in writing, in tangible form (including but not limited to documents, devices, electronic form or computer readable media) or intangible form. Shall not constitute Confidential Information, information that (i.) was already in the possession of the Client at the time of disclosure; (ii.) is at the time of disclosure, or subsequently becomes, generally available to the public through no breach of any confidentiality obligations by the Client; (iii.) is lawfully obtained by the Client from a third party provided that third party is not, to the Client’s best knowledge, in breach of any obligation of confidentiality to Secoya relating to that information; (iv.) is independently acquired or developed by or for the Client without violation of this Agreement.
8.2 Client shall keep any Confidential Information strictly confidential and shall protect all Confidential Information against unauthorized access, use and disclosure.
8.3 Client shall use Confidential Information exclusively for the purpose of execution of its contractual obligations towards Secoya and (i) shall not disclose Confidential Information to any third party; (ii) shall restrict disclosure of Confidential Information to only those employees, agents or consultants who must be directly involved with the Confidential Information for the purposes of the contract involved and who are bound by confidentiality terms substantially similar to those in this section 8; (iii) shall to the maximum extent allowed by directly applicable laws and regulations not reverse engineer, de-compile or disassemble any Confidential Information; (iv) shall use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; and (v) shall promptly notify Secoya upon discovery of any unauthorized use, access or disclosure of Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this section 8.
8.4 Obligations under this section 8 shall survive any termination of contract or purchase order.
9. Limitation of Liability
9.1 Secoya’s liability under these GTC shall be limited to the fulfilment of the obligations described in the Contract.
9.2 The Client acknowledges and accepts that all of Secoya’s obligations are obligations of means and that Secoya can only be held liable for fraud, wilful or gross negligence. In the event that the Client demonstrates the existence of gross misconduct on the part of Secoya, the prejudice that it can claim compensation for includes only material damage directly resulting from the fault attributed to Secoya, excluding any other damage (such as but not limited to non-pecuniary damage or resulting from loss of profits, harm to reputation, loss of opportunities, loss of data or additional costs) and shall in any case not exceed 100% (excluding taxes) of the amount actually paid by the Client for the Contract.
9.3 Secoya is responsible for ensuring the Products are safe and free from defects that may cause injury or death.
9.4 In any event, any action for contractual or non-contractual liability against Secoya is excluded after 6 months from the date of the occurrence of the wrongful act. This means that the limitation period under common law is reduced to 6 months following the occurrence of the wrongful act.
9.5 Secoya shall not be liable towards the Client or towards any third party if the Products have been processed or for some other reason are no longer identifiable as originating from Secoya.
10. Force Majeure
10.1 Secoya shall not be held responsible, contractually or non-contractually, for the temporary or definitive non-performance of the obligations resulting from the contract when this non-performance is the result of force majeure or of a fortuitous event.
10.2 Will be, without any claim to completeness, considered as cases of force majeure or fortuitous events the following incidents: the total or partial loss or destruction of Secoya’s computer systems or database, in the event that such loss or destruction cannot reasonably, directly or indirectly, be attributed to Secoya; earthquakes, floods, fires and other natural disasters; epidemics; acts of terrorism; strikes, whether announced or not; lockouts; riots or insurrections; interruptions of energy supplies; failure or loss of connectivity to the internet, data storage or the telecommunication network; an act of a third party affecting the normal execution of the contract; any other event falling outside the reasonable control of Secoya.
11. Jurisdiction and Applicable Law
11.1 Any dispute directly or indirectly related to the contractual relations with the Client falls under the jurisdiction of the courts of Brussels.
11.2 The contractual relationship with the Client is governed by Belgian law (without regard to principles of conflicts of law).