1 – APPLICATION OF THE GENERAL TERMS AND CONDITIONS
1.1. Scope of the GTCs: These general terms and conditions (hereinafter the “GTCs”) govern sales entered into between Darwin Microfluidics (hereinafter “the Company”) and any merchant established worldwide (hereinafter the “Customer”) ordering products offered for sale on the darwin-microfluidics.com website (hereinafter respectively the “Product(s)” and the “Website”).
1.2. Acceptance of the GTCs: The Customer acknowledges that they have been duly advised of the GTCs, which are notably reproduced on the Website and enclosed with the quotes and invoices. Consequently, the ordering of Products by the Customer entails the full and unreserved acceptance of the GTCs by the Customer. No special terms or condition may prevail over these GTCs unless formally accepted beforehand in writing by the Company.
2 – ACCOUNT CREATION ON THE WEBSITE
In order to place an order or request a quote in the Website, the Customer shall be logged into its account.
To create an account on the Website, the Customer shall fill out the required fields in the dedicated form (company name, address, contact information…).
The Customer shall (i) provide current, complete and accurate information in this process and (ii) promptly update their personal information if need be. The Company may never be held liable in case of use of a false or obsolete information provided by the Customer.
B2B customers agree to be contacted via email for transactional and marketing purposes:
- Transactional Emails: B2B customers acknowledge and consent to receiving transactional emails related to their account activity, including but not limited to order confirmations, invoices, shipping updates, and other essential communications necessary for the fulfillment of services or products purchased from Darwin Microfluidics.
- Marketing Emails: B2B customers consent to receive marketing emails containing promotional content, special offers, product updates, and other marketing communications from Darwin Microfluidics. These emails may include information about products, services, events, or other relevant business-related content.
- Opt-out: B2B customers have the option to opt-out of marketing communications at any time by following the unsubscribe instructions provided in the marketing emails or by contacting contact@darwin-microfluidics.com. However, please note that opting out of marketing emails will not affect the receipt of transactional emails, as they are necessary for the provision of services or products.
By accepting these GTC, B2B customers confirm that they have read, understood, and agree to these provisions regarding email contact for transactional and marketing purposes.
3 – ORDERING PROCEDURES
The Customer may place an order either directly on the Website or upon receipt of a quote established by the Company.
3.1. Order from the Website: placing an order through the Website shall occur as follows:
- The Customer shall select all desired Products and place them in the cart
- Once the order is complete, the Customer shall click the “proceed to checkout” button
- In order to finalise the order, the Customer shall login to its account
- The Customer shall expressly accept the GTCs by ticking the dedicated box
- The Customer shall then either proceed to payment by credit card or bank-to-bank wire transfer or, if applicable under specific conditions previously agreed with the Company, validate the order and chose to make a deferred payment, ie upon receipt of the Company’s invoice. In this case, provisions of article 3.3. hereunder shall apply.
- Once the payment is complete, the Customer receives an order confirmation by email (hereinafter the “Order Confirmation”).
3.2. Order through the acceptance of a quote: Alternatively, the Customer may request a quote either by contacting the Company by phone or email or through the dedicated feature on the Website, ie by clicking on the “request a quote button” after having placed all desired Products in the cart.
The Customer shall be logged in to request a quote on the Website.
In principle, the quote shall remain valid for a period of 30 days. However, the Customer acknowledges that the quoted prices may exceptionally be subject to variation to take into account sudden changes in production or manufacturer’s costs or any other cost that may appear between the date of the quote and its acceptance by the Customer.
All quotes are provided with the applicable GTCs and the acceptance of a quote by the Customer implies unreserved acceptance of the GTCs.
If accepted, the quote shall be duly approved, ie either (i) executed by duly empowered representatives of the Customer and returned to the Company or (ii) confirmed through a purchase order sent to the Company.
Once the Company receives the approved quote, the Customer is provided with a written Order Confirmation.
Subject to approval of the quote, the Customer shall proceed to payment by selecting the appropriate payment option, ie:
- Online credit card payment on the Website
- by bank-to-bank transfer to the Company’s registered office, where payments shall be owed. (bank information are stated on the quote).
Payments by checks are not accepted.
In case of deferred payment, provisions of article 3.3. hereunder shall apply.
3.3. Specific condition in case of deferred payment
Subject to specific conditions previously agreed with the Company, the Customer may chose to make a deferred payment, in compliance with the payment deadlines mentioned on the Company’s invoice.
In this case, the order shall always be confirmed through the provision, by the Customer, of a purchase order in PDF, either uploaded on the Website or sent to the Company by email.
3.4. Order cancelation: Unless expressly authorised by the Company, all orders are final and may not be cancelled in any way by the Customer.
That being said, it is agreed that the Company reserves the right, in its sole discretion, to refuse and/or cancel an order.
4 – PRICES AND PAYMENTS
4.1. Prices: The price of the invoiced Products shall be the price set out in the Order Confirmation (plus taxes if any). Shipping costs may be added to the order.
By default, prices are in Euros, USD and GBP. However, the Customer may request to pay in any other currency by sending a specific request to the Company.
Bank charges, if any, should always solely be borne by the Customer.
The Company does not grant discounts where the Customer settles an invoice before its due date.
4.2. Late payment: date set out therein, they shall be liable as of right and without need for any prior formal notice to pay the Company (i) interest on arrears in amount of five (5) times the French current legal rate, (ii) a lump-sum indemnification for collection costs in amount of forty (40) Euro pursuant to article L441-6 of the French Commercial Code, and (iii) lump-sum compensation in amount of 5 % of the invoice's amount before tax, whereby this penalty may not be less than one hundred (100) Euro, without prejudice to the Company’s right to suspend all or any outstanding orders and take any other action. In case of payment by instalments, the failure to pay a single instalment shall cause the whole amount of the debt to become due immediately.
Should the Company need to initiate debt collection proceedings, the Customer shall owe as of right as per liquidated-damages additional compensation in amount of 15 % of the sums subject to collection, whereby such penalty may not be less than one thousand five hundred (1,500) Euro, without prejudice to the Company’s right to claim damages and compensation for unrecoverable costs pursuant to article 700 of the French Code of Civil Procedure.
4.3. Retention of title: The Company shall expressly retain ownership of the Products delivered until full payment of the sales price, plus any interest, expenses and ancillary costs.
5 – DELIVERIES
5.1. Delivery date: The Customer is notified a delivery date in the Order Confirmation, which is given for information purposes only and does not constitute a binding commitment on the Company’s part. The Customer shall not be entitled either to claim for damages or to cancel outstanding orders if the order is not delivered by that date.
5.2. Partial delivery: If need be, the Company may deliver the order in instalments, in which case the Customer shall accept such partial deliveries.
5.3. Place of delivery: The orders shall be delivered to the Customer’s shipping address, as provided by the Customer during the order process.
5.4. Acceptance of the products: The Customer shall be sole responsible for checking the condition of the Products upon receipt. Should the Products have suffered loss or damage in all or part, the Customer shall immediately express reservations to the carrier themselves and notify the Company within the deadline specified under 6 hereafter.
5.5. Export restrictions & compliance with EU sanctions: In accordance with Article 12 Octies of Regulation (EU) No 833/2014, the Customer agrees and warrants that any goods purchased from Darwin Microfluidics shall not be resold, transferred, or reexported to Russia or Belarus, either directly or indirectly. The Customer shall ensure that this restriction is included in any subsequent sales, transfer, or export agreements for the goods. In the event of non-compliance, the Customer shall be solely responsible for any legal and financial consequences, including fines, penalties, or shipment refusals by customs authorities.
6 – QUALITY OF THE PRODUCTS AND WARRANTY
6.1. Commercial warranty: All Products are subject to the manufacturer's commercial warranty, under the conditions specified by the latter.
6.2. Product compliance: Claims relating to the Products' compliance and/or apparent defects shall only be admissible if notified to the Company by the Customer by e-mail within 72 hours of the receipt of the Products and if they state all information needed to verify the anomalies found.
6.3. Non-medical use: All products offered by Darwin Microfluidics are intended solely for research, industrial, or laboratory use. They are not designed or certified for medical, clinical, or diagnostic purposes. The Customer acknowledges that any use of the products in a medical environment or for patient care is at their own risk, and Darwin Microfluidics disclaims any liability arising from such use.
6.4. Hidden defects: the Company warrants that the Products are free from any hidden design, material, or manufacturing defects upon delivery.
If the Customer finds a hidden defect in the Product, they must send the Company a claim by e-mail within 72 hour of noticing the defect, whereby no claim may be notified as from twelve (12) months after the delivery of the concerned Product. The Customer shall be responsible for providing any and all evidence of any defects or anomalies found.
6.5. Terms of claim : Should they fail to abide by the above mentioned prescriptions, the Customer shall lose their right to avail themselves of such non-compliance of hidden defects.
Subject to the Customer sending a claim within the deadlines and under the terms set out above, the Company shall only be liable for replacing or refunding the anomalous Product (or delivering the Product if it is missing and the Company is liable therefor), as the Company chooses, to the exclusion of any compensation or damages, provided the Customer has:
- refrained from taking action themselves or charging a third party to take action on the Product as soon as they noticed the non-compliance unless first expressly authorised in writing by the Company and
- allowed the Company a free hand to ascertain if need be the alleged anomalies by itself.
Upon the Company’s express authorisation, the Product must be returned in perfect condition and in the full original packaging. Costs for such return shall be borne by the Company. In case sensitive Products are concerned, a decontamination form will be requested to guarantee the safety of staff handling their reception.
7 – RETURN POLICY
Subject to the Company’s prior approval, Customers located in the EU may return Products in perfect resalable condition, at their own costs and risks. They shall be refunded upon receipt of the Products.
For Customers located outside of the EU, the Company shall organize the return at the Customer’s costs.
Consumables cannot be returned.
8 - LIABILITY AND PRESCRIPTION
8.1. Compliance with terms of use and storage : The Customer shall store and use the Products strictly in accordance with the manufacturer’s instructions supplied with the Products. The Company excludes any liability for the use of the Products under conditions that differ from those recommended by the manufacturer. Any defect or anomaly arising from conditions that are not compliant with said recommendations, from abnormal handling, or from changes made by the Customer or a third party may not vest in the Company’s liability.
8.2. Liability: The Company may be held liable only if its liability is recognised by an ordinary court of law, and only in connection with an apparent or hidden defect of the Products. It is hereby expressly agreed and acknowledged by the Customer that the Company may not be held liable for any remote, consequential, or immaterial damage, including loss of margin or Customer orders and damage to the brand image, caused by or connected with a defect of the Products. In any case, the Company’s liability for direct damage, independently of the grounds on which such liability is recognised by an ordinary court of law, shall be limited to the amount paid by the Customer for the Products concerned.
The Customer shall be sole responsible for the compliance of the Products purchased with the regulations applicable on their own territory (and on the territory on which the Products are used) with respect to marking, safety, user information, etc.
8.3. Prescription: All rights and claims arising from the sales contracts between the Company and the Customer shall be time-barred twenty-four (24) months after the delivery of the Product concerned.
9 – FORCE MAJEURE
The Company’s obligations shall be suspended in case of a force majeure event, such as any kind of work stoppage, pandemic, manufacturing accidents, fires, floods, lock-outs, occurring on the Company’s or its suppliers' or subcontractors' premises, as well as in case of events not dependent on the Company preventing the latter from fulfilling its obligations under normal conditions.
10. JURISDICTION AND GOVERNING LAW
10.1. Any dispute relating to the formation, performance, non-performance, or termination of the sales entered into pursuant to these GTCs shall be exclusively referred to the Commercial Court in Paris (France). This clause shall apply even in case of urgent or summary petitions, incidental claims, plurality of defendants, or third-party actions for purposes of indemnity, independently of the place and terms of payment.
10.2. The sales entered into by the Company shall be exclusively governed by French law.
Last updated : October 2024
