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General Terms of Sale

GREENPHARMA (below the "Supplier") is a Contract Research Organization (CRO) specialised in research, development and supply of active ingredients from natural origin. Products and services are mainly directed to cosmetic, nutraceutical, pharmaceutical, food, agrochemical and chemical industries. AMBINTER is a brand of GREENPHARMA, all these terms of sales apply to AMBINTER products and services.

Our services cover:

Our products are for R&D use only, not for drug, houseold or other uses.

Article 1: OBJECT

These GTS governing the sale of products and the provision of Services by GREENPHARMA. They also define the conditions under which the Supplier performs the services defined in joined quote (below, the "Service"). The signature of the joined quote implies full acceptance of these terms and conditions.

Article 2: TERMS OF SERVICE

The execution of the Service requires the delivery by the Purchaser of the documents and informations referred on the quote and all the data necessary for its realization. The Purchaser is committed to immediately inform the Supplier in case of modification or evolution of the transmitted data necessary for the correctly execution of its duties by the Supplier. No Service will begin in the absence of delivery by the Purchaser of the documents. This agreement enter into force on the date of signature of the quote and remains in force for the necessary duration to carry out the Services.

Article 3: MODALITY OF ORDERS

Order

All orders must necessarily be spent by writing (mail, email or fax) and signed by the sender. We recommend using the codes or names in our offers or rates. Orders can be modified or amended only by written agreement, countersigned by the Purchaser and the Supplier, establishing the specific changes to provide, and the potential impact of such changes on prices and delivery times. The Purchaser shall in no way cancel orders, unless the cancellation is subject to a written agreement of the Supplier. In such event, the Supplier shall notify the Purchaser of the total cost of such cancellation and the Purchaser is committed to pay that cost, including, without limitation the costs of storage and shipping, cost of production of materials not recoverable, the cancellation fees charged for the Supplier by its suppliers, and all other costs and fees resulting from cancellation of the order by the Purchaser, subject to approval by the Supplier. Certification of those costs by the independent public accountants of the Service will once for both contracting parties. No cancellation is possible once production begins begun.

Shipping

GREENPHARMA reserves the choice of shipping method, unless it has been determined previously.

Delivery

Our delivery times are indicative, potential delays in delivery can't give place in any compensation, both direct and indirect (operating loss ...) and justify the termination of the order. We reserve the right to make partial deliveries. In addition our company will be exempt from any responsibility if an external event to our society and unpredictable would prevent or delay the delivery of our products, such an event is considered contracted a case of force majeure under Section 1148 of the Civical Code. If a delivery error would occur as a result of inaccuracy of the client, we decline all responsibility and the cost of return for non-compliance will be the responsibility the customer.

Receipt of Goods

If the Purchaser receiving finds any damage or omissions at receiving goods, it must joined accurate and complete reservations on the transport document and reiterate its protest grounds in the forms and time provided by Article L.133-3 of new Commercial Code (delay of three days, excluding holidays, after the date of receipt). in the absence of compliance with these requirements the goods will be deemed accepted by the Purchaser. GREENPHARMA reserves the property of the goods delivered until full payment of all moneys allegedly owed for the Purchaser due to the delivery of these goods in accordance with the Law 80.335 of May 12, 1980. The simple signature by the Purchaser of the purchase order or delivery note of goods constitutes acceptance of right of this clause reserving Property.

Complaints

Any complaint against the quality of our products should be filed no later than one month after the reception of the products with detailed justifications. GREENPHARMA is committed to replace or reimburse the products (at exclusion of any other damages) after validation of the non compliance of the products. After this period of one month, no goods will be reimbursed nor replaced.

Article 4: FINANCIAL CONDITIONS

Price

All prices are in euros GREENPHARMA. VAT is charged, where appropriate, the applicable rate.

Shipping Costs

The shipping costs are calculated according to the geographical area, gauge / weight of your package and the specific conditions of packaging (packing, storage ...) and will appear in the quotation and order. These shipping costs are the responsibility of the purchaser well as any tax, fee, charge or other charge payable under French regulations or those of an importing country or transit.

Date and payment terms

The price in the quotation is payable within 30 days end of month invoice date. The price of the benefit may be paid by any means of payment at the convenience of the Parties. GREENPHARMA reserves the right to request a deposit which amount will be specified on the quote when placing the order. In this case, the work will not start only after receipt of the deposit.

Late payment

Any settlement reached beyond the deadline set by these terms, result in the application of right, without any prior notice, an interest equal to three times the rate of legal interest in the current year. Interest will accrue from the date of payment on the invoice until full payment. In addition, the Supplier may suspend the execution of its Services, it appears that the Purchaser shall remain liable for payment of benefits have been the subject of previous invoices.

According to the French commercial legislation, in case of late payment a lump sum indemnity for recovery fees is set to 40 euros and will be automatically due to the creditor. Should these fees be higher, the creditor will provide the proof of this supplementary expense. The foregoing dispositions are effective starting January 1st, 2013, and will also apply to subsequent invoices / deliveries under running contracts.

Article 5: CONFIDENTIALITY

The Parties agree, on their behalf, on behalf of their employees and agents and on behalf of any person having access to their space, to keep confidential the information defined below. Will be considered confidential but are not exhaustive, all information, technical data or not presenting a sensitive nature, such as formulas, ideas, concepts, know-how, artwork, models, charts, data and marketing information, financial or commercial, provided by a Party to the other in the context of the execution of this Agreement. The cessation of the Contract for any reason whatsoever will not terminate the obligation of confidentiality under this Article.

GREENPHARMA agrees not to disclose to third parties personal information submitted to it. These are confidential and are only used by GREENPHARMA 's internal Services for order processing and to customize and enhance communication, offer products and Services. In accordance with the Data Protection Law, every person has a right of access, rectification and opposition to the personal data concerning him.

Article 6: INTELLECTUAL PROPERTY

Each Party keeps the property of all data, information, formulas, know-how or patents without written agreement, countersigned by the Purchaser and the Supplier, establishing the specific conditions to this transfer of intellectual property rights.

Article 7: BENEFITS GUARANTEE

GREENPHARMA guarantees dispose of staff with the sufficient scientific and technical knowledge and owner of degrees required by the legislation in force in order to carry out the Services described to quote attached. In no event shall not be engaged GREENPHARMA:

The responsibility GREENPHARMA can not be engaged if the execution of its obligations is delayed or prevented due to cases of force majeure, a fortuitous event or cause outside its control, such as in particular natural disaster , war, earthquake, fire, explosion, epidemic, riot, intervention by government authorities, weather, water damage, malfunction or interruption of the electricity or telecommunications.

Article 8: MISCELLANEOUS

All the elements, trademarks, designs, logos, graphics, etc., shown on GREENPHARMA products are the exclusive property of GREENPHARMA or its suppliers and are in no way susceptible of appropriation.

The invalidity of one of the clauses or any of articles of the Terms will not affect the validity of the remaining clauses and other articles of these Terms.

Article 9: CHANGES TERMS

GREENPHARMA reserves the right to adapt or modify at any time these terms, the new GTS will, where appropriate, applied only to sales made after such amendment.

These General Sales Conditions are submitted to French law. Any difficulty relating to the validity, interpretation or execution of this quote will be under the exclusive jurisdiction of the Orleans Commercial Court.

GREENPHARMA S.A.S.
Joint Stock Compagny with capital 37 000 euros €
APE 7211Z (Orléans 2002 B 369) TVA Fr 45 433 756 269
N° SIREN : 433 756 269
Adress : 3 allée du Titane – 45100 Orléans - FRANCE
tel : +33 (0)238 259 980 – fax : +33 (0)238 259 965
info@greenpharma.com


Terms updated December 2012