GENERAL TERMS AND CONDITIONS OF SALE

Article 1 – Definitions
In these General Terms and Conditions of Sale (the "Terms"), the following expressions have the meanings defined below:
“Buyer”means the customer who purchases the products and any person succeeding them or to whom their rights are assigned;
“Product(s)”means the product as specified in the written order confirmation or in the offer from Laborex BURKINA;
“Contract(s)” means each transaction between the Buyer and Laborex BURKINA for the sale of Products to the Buyer.
These General Terms and Conditions of Sale cancel and replace all previous versions.
Article 2 – Scope of Application
The Conditions are established in accordance with the legal provisions in force, in particular pharmaceutical regulations. The Conditions apply exclusively to each Order/Contract, to the exclusion of the Buyer's general terms and conditions. The Buyer acknowledges having read and accepted the terms freely and fully for each Order/Contract.
Article 3 – Offers – Orders
3.1. Laborex BURKINA's offers constitute invitations to offer within the meaning of Article 241 of the OHADA Uniform Act on Commercial Law and are therefore not binding, even if they are subject to a deadline. Orders, whether sent to Laborex BURKINA directly or through its commercial intermediaries, are only considered accepted after Laborex BURKINA has shipped all or part of the Products. Acknowledgment of receipt of an order does not constitute acceptance of the order.
3.2. No waiver or modification to an offer, a Contract, or these Terms and Conditions will be valid unless expressly accepted in writing by Laborex BURKINA.
Article 4 – Delivery Time – Partial Delivery and Invoicing
Laborex BURKINA strives to meet delivery times, but these are provided for informational purposes only, and Laborex BURKINA cannot be held liable in the event of delays. Partial deliveries and invoicing are permitted. Laborex BURKINA does not guarantee product availability on the day the order is placed, regardless of product inventory levels, as indicated on the Laborex BURKINA website. Laborex BURKINA may make partial deliveries depending on product availability.
Article 5 – Price and Payment Terms
5.1. The price of the Products ("the Price") is the price indicated in Laborex BURKINA's non-binding offer or, if no price has been offered, the price of Laborex BURKINA's current price list of Products at the time the Buyer places the order. Unless otherwise stated in the invoice, the Price is net and excludes taxes and duties (collectively "Taxes") applicable to the sale of the Products. VAT is paid on debits. However, a 2% BIC tax will be applied to the amount excluding taxes of the Products, with the exception of exempt Customers.
5.2. In the event that, at the Buyer's request, the Price is fixed and invoiced in a currency different from the currency indicated by Laborex BURKINA in its offer, the Buyer shall compensate Laborex BURKINA for any loss resulting from the variation in the exchange rate between these two currencies that may have occurred between the date on which the Price was fixed by Laborex BURKINA in its offer and the effective date of payment.
5.3. Unless otherwise agreed in writing, the Buyer shall pay the Price and Taxes invoiced by Laborex BURKINA within sixty days of the invoice date. No discount for early payment will be granted, unless otherwise agreed between the parties.
5.4. Any amount due to Laborex BURKINA under these Conditions shall be considered paid when paid into Laborex BURKINA's bank account. The Buyer is responsible for the payment method and bears all costs associated with this payment method.
5.5.In the event of failure to pay the Price or any applicable Taxes in full on the due date, and without prejudice to any other rights or damages, any unpaid amount shall bear, from the due date, automatically and without formal notice, interest equal to three times the BCEAO interest rate in effect on the due date of the Price. In addition, Laborex BURKINA may claim a lump sum compensation of 15,000 FCFA for recovery costs in addition to late payment interest or more upon presentation of supporting documents if the recovery costs incurred exceed this amount. Any failure to pay on the due date shall result in the immediate payment of any other amount owed by the Buyer. Furthermore, any failure to pay gives Laborex BURKINA the right to immediately terminate all current Contracts with the Buyer, whether or not they have received a start of execution, and/or to suspend all deliveries. Laborex BURKINA will notify the Buyer of this termination.
5.6. Any amount is due even if it has given rise to a claim or dispute.
Article 6 – Transfer of Risk and Delivery
Unless the parties have mutually agreed upon an Incoterm (as defined by the latest version of the Rules for the Interpretation of Commercial Terms of the International Chamber of Commerce), the applicable Incoterm is CIP.
Article 7 – Transfer of ownership and retention of title
7.1. Notwithstanding the transfer of risks to the Buyer under Article 6 above, and in accordance with Article 284 of the OHADA Uniform Act relating to general commercial law, ownership of the Product is only transferred to the Buyer upon full payment of the Price and all amounts due to Laborex BURKINA (including any additional amount and in particular late payment interest). Until payment is made, the Product remains the property of Laborex BURKINA (hereinafter "the Product under Retention of Title").
7.2. The Buyer shall keep the Product under Retention of Title and store it at its own expense separately from its own property and the property of third parties. The Product under Retention of Title is adequately stored and protected, insured at its replacement value, and identified as belonging to Laborex BURKINA.
7.3. The Buyer is not authorized to give the Product under Retention of Title as security to its creditors, in particular as a pledge or to execute a seizure, nor to create a lien on these goods.
7.4. In the event of default by the Buyer in the execution of the Contract and in particular in the event of non-payment, Laborex BURKINA or its agent will be entitled to take all appropriate measures to immediately repossess the Product under Retention of Title. All costs incurred by Laborex BURKINA or its agents in this regard will be borne by the Buyer.
7.5. In the event of sale or loss of the Product under Retention of Title, the amount received by the Buyer as compensation for this sale or loss will be transferred to Laborex BURKINA.
7.6. In the event of a pledge, lien, or right of retention on the Product subject to Retention of Title, or in the event of seizure of the Product subject to Retention of Title, the Buyer shall immediately notify Laborex BURKINA in writing and provide Laborex BURKINA with all necessary information to object to the seizure or any other enforcement measure. The costs of Laborex BURKINA's claim against third parties shall be borne by the Buyer, provided that no court imposes these costs on a third party.
7.7. The Buyer shall take all necessary measures to ensure that Laborex BURKINA's Retention of Title on the Product is valid and enforceable against third parties.
Article 8 – Product Inspection
8.1. The Buyer must examine the Product immediately upon delivery.
8.2. In the event of damage or shortage, the Buyer must take all measures to safeguard the rights of the parties against the carrier and the insurer, in particular by formulating in a precise manner and within the time limits provided for in Article 14 of the OHADA Uniform Act relating to contracts for the transport of goods by road, the claims or reservations against the carrier or other, i.e. at the latest on the first working day following the date of delivery in the event of apparent loss or damage or within seven days following the date of delivery in the event of non-apparent loss or damage.
8.3. In the event of damage, shortage or defective Product, the Buyer will also take all measures allowing the inspection of the Product by Laborex BURKINA, its agent or any other third party designated by it, if necessary in the presence of all the parties concerned. After this period, no claims will be accepted.
8.4. Any return of Products implies the prior agreement of Laborex BURKINA. Returns are not accepted for Products subject to a cold chain or for Promotional Products.
Article 9 – Complaints – Warranty
9.1. Notwithstanding the cases set out in Article 8 above, in the event of an apparent defect or any other complaint concerning the delivery of the Product, the Buyer must immediately notify Laborex BURKINA by telephone or email and confirm it in writing no later than eight days after the date of delivery of the Product. In the event of a hidden defect, the Buyer must notify Laborex BURKINA within eight days after the date of discovery of the hidden defect and no later than twelve months following delivery of the defective Product. Upon expiry of either of these deadlines, Laborex BURKINA shall not be held liable and any rights of the Buyer of any nature whatsoever shall be prescribed in relation to this defect or this defect in the Product.
9.2. No return of Products for non-conformity or apparent defect will be accepted without the prior written consent of Laborex BURKINA. Any Product returned without the prior written consent of Laborex BURKINA will be kept at the disposal of the Buyer and will not give rise to the establishment of a credit note.
9.3. Unless expressly provided in its offer or in its order confirmation, Laborex BURKINA gives no other guarantee, explicit or implicit, by virtue of the law or otherwise, as to the satisfactory quality or conformity of the Product for a particular purpose.
9.4. Whatever the cause of the complaint concerning a Product, the liability of Laborex BURKINA is limited, at its discretion, to the replacement or reimbursement of the price of the Product recognized as missing, non-compliant or defective.
9.5. Laborex BURKINA does not provide any warranty in the event of improper or abusive use of the Product, improper storage or handling of the Product, failure to follow (if applicable) Laborex BURKINA's instructions, or modification of the Product by the Buyer or a third party. Similarly, the warranty will not apply in the event of normal wear and tear of the Product or any defect resulting from specifications required by the Buyer themselves or on their behalf.
9.6. No returns of expired Products will be accepted by Laborex BURKINA.
Article 10 – Limitation of Liability
10.1. Laborex BURKINA shall not be liable to the Buyer for any indirect, special, or consequential loss or damage.
10.2. To the extent permitted by law and subject to these Terms, any other liability of Laborex BURKINA to the Buyer, whether contractual or non-contractual, is limited to the amount of the Price under the relevant Contract, except in the event of personal injury or death.
10.3. There is no limitation of liability in the event of willful misconduct or gross negligence.
Article 11 – Force Majeure
Force majeure, and generally any circumstances that prevent, reduce, or delay the manufacture or shipment of the Products, or that make it unreasonable for Laborex BURKINA to fulfill its contractual obligations, give Laborex BURKINA the right, as the case may be, to terminate, reduce, or suspend their performance, and the Buyer may not claim damages as a result. Force majeure includes, in particular, any cause, event, or circumstance beyond the reasonable control of Laborex BURKINA, such as, among others: war, mobilization, strike or lockout, riot, labor dispute, machine breakdown or production shutdown, explosion, fire, natural disaster, flood, restriction of means of transportation, difficulties in supplying raw materials or energy, and any intervention by public authorities. If the force majeure event lasts for more than ten days, Laborex BURKINA reserves the right to immediately terminate the Contract by simple notification.
Article 12 – Buyer's Solvency/Change in Legal or Financial Situation
If the Buyer becomes bankrupt or goes into liquidation, if a receiver or administrator is appointed for all or part of the Buyer's properties or assets or if a security holder takes possession of them, or if the Buyer ceases or threatens to cease carrying on its business, or if Laborex BURKINA has reasonable grounds to fear that one of the events mentioned above in this clause is about to occur (and notifies the Buyer accordingly), then, without prejudice to any other rights and remedies of Laborex BURKINA, Laborex BURKINA may terminate the Contract. and suspend all deliveries. In addition, the Price of Products that have been delivered but not yet paid for will become immediately due and payable, notwithstanding any prior agreement to the contrary.
Article 13 – Waiver - Nullity
13.1. Any waiver by Laborex BURKINA of a breach by the Buyer shall not be construed as a waiver by Laborex BURKINA of a subsequent breach of the same nature or any other breach.
13.2. The nullity, invalidity, or inapplicability of any clause of these Terms shall not affect the validity of the other provisions, which shall remain in force. The parties shall consult and negotiate in good faith to replace the null, invalid, or inapplicable clause with a valid provision having a comparable economic effect. Any modification to these Terms must be the subject of an amendment and/or special conditions duly signed by the parties.
Article 14 – Personal Data
14.1. In accordance with the regulations relating to the protection of personal data, the Buyer is informed that as part of its commercial relationship with Laborex BURKINA, the latter collects, as data controller, data concerning it and/or its employees. This data is limited to the data strictly necessary for Laborex BURKINA to carry out its activities and in particular the processing and execution of orders, customer relationship management, the provision of access to online sales services, the development and improvement of products and services and compliance with any applicable legal and regulatory obligations.
14.2. This data is only accessible to duly authorized personnel responsible for carrying out the aforementioned purposes and is only kept for the duration of the contract, except for legal exceptions. In the event of using a service provider, the latter undertakes to implement appropriate technical and organizational security measures to protect the integrity and confidentiality of this data.
14.3. The Buyer and/or its employees have, under certain conditions, a right of access, rectification, portability, erasure and opposition to the prospecting of data concerning it and which can be exercised by writing to https://secure.ethicspoint.eu/domain/media/en/gui/109343/index.html accessible on the CFAO group website, https://www.cfaogroup.com/fr/accueil/. All requests must be accompanied by a copy of an identity document.
Article 15 – Confidentiality
The Buyer agrees not to communicate to anyone, directly or indirectly, all or part of the information of any nature, including commercial, industrial, technical, financial, personal information, etc., which has been communicated to it by Laborex BURKINA or of which it has become aware during the execution of this Contract. The Buyer guarantees that its employees, beneficiaries, agents, representatives, or duly authorized subcontractors will respect the confidentiality commitment set out above.
Article 16 – Compliance
16.1. Each Party undertakes to comply with all applicable regulations under these Terms and Conditions, in particular Law No. 2016-1691 of December 9, 2016, relating to transparency, the fight against corruption, and the modernization of economic life (Sapin II Law), as well as all ethical principles as defined in the CFAO HEALTHCARE anti-corruption policy available at the following address: https://www.cfaogroup.com/fr/nos-engagements/ethique-conformite/.
16.2. Failure to comply with these principles and obligations will authorize Laborex BURKINA to terminate the commercial relationship immediately by registered letter with acknowledgment of receipt, without payment of compensation and without prejudice to any damages or remedies provided for by law.
Article 17 – Applicable Law - Jurisdiction
These Terms and Conditions are governed by and interpreted in accordance with the substantive law of OHADA and, alternatively, the law of BURKINA. The parties undertake to first attempt to amicably resolve any dispute between them regarding the performance or interpretation of the Contract. Failing this, the dispute shall fall under the exclusive jurisdiction of the courts of OUAGADOUGOU, even in the event of multiple defendants, third-party claims, or summary proceedings.
version August 8, 2024