General terms and conditions governing the provision of services

1 - General provisions

1.1 – Icare acts in accordance with the natural or legal person administering the instructions under which it operates (hereinafter referred to as the “Customer”). No other party is entitled to issue instructions, particularly on the scope of the intervention, or the delivery of a report or certificate unless authorised by the “Customer”. Icare is irrevocably authorised by the “Customer” to issue the report or certificate to a third party if instructed by the “Customer” or if it is implicit in the circumstances, the practical uses and the customs of trade.

1.2 – Icare implements sampling, studies, research expertise, qualification and validation, formation, measurements, analysis and custom testing, and any provision of technical assistance and consulting at the request of its customers.

1.3 – By agreement between the parties, the “general terms and conditions governing the provision of services” (hereinafter referred to as “General Terms”) of the Icare hereinafter named “Icare” automatically and necessarily govern the contractual relationship between the parties (Icare and the “Customer”).

1.4 – Icare is committed to providing services in accordance with these General Terms. Accordingly, all offers or tenders of service and all contracts, agreements or other agreements arising shall be governed by these General Terms, unless specifically agreed otherwise in written conventions formally accepted by ICARE, or unless under special provision of the law in the place where agreements or contracts are executed and exclude any of these conditions; in which case, the local law shall prevail every time and only if it is incompatible with these General Terms. The “Customer” General Purchase Conditions are inapplicable and unenforceable against Icare even if the said “Customer” General Purchase Conditions specify the reverse.

1.5 – All orders addressed to Icare by the “Customer” imply acceptance without limitation or qualification by the latter of the General Terms of sales.

1.6 – Complaints, whatever their nature, must be made in writing (to the Sales Department or to your usual contact). It is the Customer’s responsibility to provide all the justifications as to the reality of this complaint. The Customer must allow Icare to carry out all on-site verification operations relating to complaints. The complaints handling procedure is available on request. In the case of a complaint concerning the activities of the laboratory, the customer may be notified of the processing of the complaint

2 - Obligations of Icare

2.1 – Icare provides services in accordance with:

Specific instructions by the “Customer” and confirmed by Icare
Under any standard order and / or standard “Customer” specification sheet as appropriate
For any use, practice or custom of the relevant trade
For methods that Icare deems appropriate based on technical, operational, regulatory and / or financial constraints

2.2 – Documents relating to commitments made between the “Customer” and third parties, or third-party documents, such as copies of contracts of sale, credit letters, bills of lading, etc., are (if received by Icare) considered to be received for information purposes only and shall not extend or limit the extension of services or obligations accepted by Icare.

2.3 – Subject to the “Customer” instructions duly accepted by Icare, Icare, if applicable, issues reports and test or analysis certificates reflecting opinions issued with caution within the limits of the received instructions, but without any obligation by Icare to mention or report any facts or circumstances that are beyond the specific context of the instructions.

2.4- Icare may delegate the execution of all or any part of the services agreed with the “Customer” to a third-party subcontractor.

3 - Obligations of the "customers"

3.1 – The “Customer” shall:

Ensure that adequate instructions and information are given in due course to allow Icare to perform the services required
Provide the necessary access to Icare representatives to execute the required services
Provide, if required, any special equipment and personnel necessary for the execution of services
Ensure that all necessary measures are taken for the safety and security of working conditions, sites and installations during the execution of services and without notification by Icare representatives that could relieve the “Customer” of its obligations
Take all the necessary steps to eliminate or remedy any obstruction or interruption to the delivery of services
Inform Icare in advance of all known hazards or dangers, actual or potential, associated with any orders, samples or control, including, for example, the presence or risk of radiation, toxic, harmful or explosives elements or materials, or environmental pollution or poisons
Fully exercise all rights and execute all its obligations under the contract of sale or another contract with a third party, if a report or certificate has not been issued by Icare; otherwise Icare shall be relieved of any obligation with respect to the “Customer”

4 - Acceptance of the provision of services

4.1 – On request by the “Customer”, a quote is sent. This quote defines the purpose of the provision of services and defines the conditions, price and payment terms.

4.2 – The “Customer”, accepting the quote, recognises by law that Icare’s provision of services is an obligation of means.

4.3 – The provision of services can begin as soon as the “Customer” sends the samples (if applicable) and the following documents duly completed and signed: quotes, product information sheet and order. A safety data sheet is required for each sample at risk during handling. In this case, all samples submitted must include a label with the explicit mention of the risks. They can only start if the “customer” is up to date with his due payments.

4.4 – Non-solicitation clause : the parties, Icare and the “Customer”, waives, except with the prior written agreement of the other, to hire or attempt to hire, directly or indirectly, an employee of the other party assigned to the performance of the services subject to this contract, or to take him into his service, under any status whatsoever. This waiver is valid for the duration of the contract plus a period of twelve months from its expiry. In the case that one of the parties does not respect this commitment, it undertakes to compensate the other party by paying him an indemnity equal to the total gross remuneration incurred for this employee during the twelve months preceding his departure”.

5 - Samples subject to testing or analysis

5.1 – The “Customer” is responsible for compliance and representativeness of the items subject to the execution of the provision of services. Icare cannot be held responsible for example for the representativeness of the sample to be analysed. The role of Icare is limited to the analysis of samples submitted thereto.

5.2 – Except when specifically agreed and except for samples taken by Icare, the “Customer” shall make freely available to Icare the samples, products, documents and necessary materials to achieve the provision of services. Transportation costs are the “Customer’s” responsibility.

5.3 – For any redirection of samples upon request (by mail, e-mail or fax) by the “Customer”, decontamination costs, transportation, insurance and packing are charged extra. Samples, products and materials are expedited as re-expedition at the “Customer’s” risk.

5.4 – The receipt of samples, products or materials is scheduled from Monday to Friday (working days) from 9 am to 12 pm and from 2 pm to 4 pm at Icare Saint-Beauzire and from 8 am 30 to 5 pm at Icare Martillac.

5.5 – Icare may in no case be held responsible for the deterioration of samples of products or materials simply because of the use or experimentation for which they have been entrusted.

5.6 – Management of samples considered as dangerous is subject to additional surcharge invoicing with sending of a quote according to the product danger. This additional cost will be proportional to the cost of specific measures for the protection or removal treatment to be implemented with a minimum of 30 € ex. VAT per sample received. Each sample should contain a label clearly stating the relevant hazards (Safety Data).

6 - Execution of the provision of services

6.1 – Icare may:

Deny the provision of a service especially when the object of the latter seems to be contrary to the missions of the laboratory, including the safety of persons, goods and industrial equipment, or regulations in force.
Subordinate the execution of a service or the delivery document to prior payment for the total price or for the provision of services for which the price is fixed.

6.2 – If the “Customer” requires analysis or processing of samples at the “Customer’s” laboratory or any third party company, Icare presents the results of the analysis or processing, without incurring liability to its accuracy or its result.

6.3 – Some orders may be given priority by a price increase for express services.

6.4 – When the sampling equipment, test analysis or measurement is installed in the premises or on the “Customer’s” site, the latter is deemed to have possession and is liable in case of theft, destruction, or deterioration.

6.5 – Provision of services in the field are executed in the framework of the implementation of Decree No. 92-158 of February 20, 1992 and the Order of March 19, 1993 specifying specific health and safety issues applicable to working in an institution by an outside company and are subject to the following rules:

Rates are for a mission carried out continuously and without downtime, according to a date set by Icare. Travel expenses and accommodation are included in the overall price of the various services. In case it is requested before, during or after our provision of services to perform other work or controls than those provided, or to attend meetings, these additional hours as well as the lost interventions, may be charged extra based on 165 € ex. VAT, travel expenses and any extra accommodation. The same applies in the event of cancellation of an intervention included in a tour.
Hours of operation: 8:30 am to 12:30 pm and 1:30 p.m. to 5:30 p.m.; any work outside of these hours is subject to prior agreement. Travel hours are billed extra.
Icare ensures all the following services: supply of consumables and equipment necessary for carrying samples, transfer of samples to the laboratory in refrigerated and controlled conditions, incubation of samples, interpretation and communication of results.

6.6 – Provision of protocol, intellectual property of Icare, is always subject to a charge.

6.7 – In case of suspension (or non respect of date) of payments, amicable arrangement, bankruptcy, insolvency, liquidation or cessation of the “Customer’s” activity, Icare shall be entitled to suspend, or by choice, terminate all other services immediately and without liability.

6.8 – The deadlines indicated are the usual deadlines, but do not constitute an obligation of result. Therefore, a delay may not give rise to any payment of damages or penalties.

6.9 – Services provided under COFRAC accreditation for the Saint-Beauzire site are listed in the applicable certificate of accreditation No. 1-1021 and the services provided under COFRAC accreditation for the Martillac site are listed in the accreditation certificate no. 1-6921 revision in force and are available on the COFRAC’s website www.cofrac.fr

6.10 – The “Customer” is in no case authorized to use and / or reproduce the accreditation mark (logo + scope of accreditation) granted to ICARE by the COFRAC.

7 - Financial conditions

7.1 – The prices shown are valid until the expiration of our associated offer or price quotation , unless otherwise stated; they may be revised in case of a change of protocol, additional consulting, special handling of samples or a delay caused by the “Customer”, as well as non-respect of payment conditions.

7.2 – Unless otherwise agreed in writing, payments are made by check or bank transfer on receipt of an invoice, net and without discount, even when paying in cash.

7.3 – Payment of any partial delivery is normally due on the date figuring on the invoice, and not upon delivery of the balance.

7.4 – Icare reserves the right to require a deposit before the execution of the order. Any deterioration of “Customer” credit may justify the requirement of collateral or a cash payment before the execution of orders received.

7.5 – In case when Icare didn’t receive the payment of an invoice after the due date, the default supplement will be payable without the necessity of a reminder. The rate of interest of this default supplement is equal of the rate applied by the European Central Bank to its most recent refinancing operation ad 10 percentage points according to the number of days of late payment from the first day of delay. In addition to this interest, a lump-sum of 40 € ex. VAT for recovery costs is due. If the real lump-sum is higher than this amount, an additional compensation can be demanded with evidence. ICARE remains the owner of the entire object of the sale as long as all the paiement have not been made. As a result, in the event of non-payment, ICARE may demand their restitution; in addition, the “Client” is not entitled to make a claim to third parties.

7.6 – If the invoice is sent to a different address other than the invoicing address, an additional 55 € ex. VAT shall be applied per invoice.

7.7 – The audits/inspections carried out by the “Customer” or by a third party (to be validated by Icare) on behalf of the “Customer” at Icare are chargeable € 3200 ex. VAT per audit day.

7.8 – In case of non-conformity, the investigation report will be charged whether non-compliance is due to the “Customer”.

7.9 – When discounts are applied to items charged, the rounding rules at different levels can lead to slightly different amounts between the order and the invoice. In this case, only the invoice shall prevail.

7.10 – No sample will be stored at ICARE premises after test

8 - Delay in starting the provision of services

8.1 – In case of delay in starting the provision of services due to the “Customer” and after signing the quote or order, Icare reserves the right to charge the direct and indirect costs of this delay.

9 - Breach of contrat

9.1 – The “Customer” may request in writing the cancellation of all or part of the services before they are completed. Icare shall stop the services as soon as possible after receipt of a formal request by email, letter or fax. In case of cancellation, the price shall be adjusted so that the “Customer” pays an amount equal to the total in the estimate minus the difference between the project cost estimate made by Icare and the total cost already incurred or committed by ICARE on the date of cancellation of the provision of services.

10 - Transmission of results and shipment of samples and products

10.1 – The transfer of risk on goods (samples and / or products) takes place upon delivery. The delivery is deemed from Icare.

10.2 – Delivery is made either by direct delivery of the goods to the customer, or by simple notice provision, or by delivery to a carrier or a shipper.

10.3 – The “Customer” must purchase insurance covering the risks arising from the delivery of the goods. It must pay the price of the goods in case of disappearance by accident or otherwise.

10.4 – Transmission of results and test reports is performed first by e-mail or failing that by post, or even by fax upon completion of the analysis to the attention of persons designated by the customer within the following framework:

The report is designed to provide a copy after the intervention except prior agreement
An additional edition of reports is subject to an additional cost
In case of request to send copies of raw data, additional costs of delivery will be applied
In case of request for additional data, a surcharge will be applied

10.5 – The deadlines contained in our documents (quotes, order receipt) are for illustrative purposes only. Delivery or transmission of results can only be achieved if the “Customer” completes its obligations to Icare.

11 - Confidentiality

11.1 – Icare is committed to maintaining the strictest confidentiality, with respect to third parties, any confidential information concerning the applicant and its products, as well as the results of tests and analyses carried out.

11.2 – Conversely, the “Customer” shall not disclose any information on the methodology and / or process used by Icare in the services provided, except with the prior written permission of Icare. Any publication by the customer containing all or part of the information provided by Icare must include the latter’s name.

11.3 – In accordance with the Code of Intellectual Property, this is perpetual, inalienable and indefeasible.

12 - Jurisdiction - applicable law

12.1 – All provisions contained in these General Terms and all transactions contemplated therein are subject to French law. The parties shall seek an amicable agreement before any litigation. In case of dispute, the Commercial Court of Clermont-Ferrand shall have exclusive jurisdiction, unless Icare prefers to enter any other jurisdiction. This applies even in summary proceedings, applications, multiple defendants or recourse in warranty without the jurisdiction clauses contained in the customer’s records being an obstacle to the application of this clause.

13 - General data protection regulations (GDPR)

13.1 – The information collected on the “Customer” are treated informatically by the ICARE company and is essential to the processing of his order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of the ordered work and any guarantees applicable at the end of this work. The data controller is ICARE. Access to personal data will be strictly limited to the employees of the controller, who are authorized to treat them by reason of their duties. The information collected may be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the authorization of the “Customer” being necessary. In accordance with law n ° 78-17 of January 6, 1978 relating to data processing, files and freedoms, as modified by law n ° 2004-801 of August 6, 2004, and by European Regulation n ° 2016 / .679, the “Customer” has a right of access, rectification, erasure, and portability of data concerning him, as well as the right to oppose the processing for legitimate reasons, rights that he may exercise by contacting the controller at the mailing address or email of the ICARE company, enclosing a proof of his valid identity. In case of complaint, the customer can contact the National Commission of Computing and Freedoms (CNIL).

⁽¹⁾ This version of the General Purchase Conditions is only applicable upon validation and until the occurrence of a later version.