Terms and Conditions for the Sale of Products

1.1 Application of Terms and Conditions – Scope
In accordance with article L. 441-1 of the French Commercial Code, these Terms and Conditions form the sole basis of the commercial relationship between the Seller and the Buyer.

1.2 The purpose of these Terms and Conditions is to define the conditions under which the Seller supplies the Products to the Buyer who request them In Writing, via the Seller’s website, by email contact, any electronic mean, by direct contact or via written paper request.

1.3 The Seller sells the Products under these Terms and Conditions; and

1.4 These Terms and Conditions shall govern the Order to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer.

1.5 Any Order implies the Buyer’s acceptance of these Terms and Conditions for the sale of Products and the acceptance, by the Buyer, of the conditions of use (“CGU”) available on the Seller’s website when the sale is made by electronic mean through its website.

1.6 Any information contained in the Seller’s catalogues, documentation, sales literature, prospectuses and price lists, price schedule, is provided for the purpose of information only and may be revised at any time. The Seller is entitled to make any change that it deems necessary.

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day”: means Monday, Tuesday, Wednesday, Thursday, Friday and Saturday with the exclusion of the Sunday and the exclusion of the official public holidays In France (also referred as “Jours fériés” under French Law”).
“Buyer” : means the person who accepts a quotation or offer of the Seller for the sale of the Products;
“Calendar Days”: means any days of the week and of the calendar, from Monday to Sunday.
“In Writing” : means through email or mail issued by the Parties, writing document passed in hands, or through any electronic confirmation from the Seller or Buyer via the Seller’s website.
“Order”: means any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, within the period of time specified in the quotation or offer, for the purchase and sale of the Products, which shall incorporate, and be subject to, these Terms and Conditions;
“Price”: means the price as stated in the Order, payable for the Products in accordance with the Seller’s current price schedule.
“Parties”: means the Seller and the Buyer;
“Products”: means the products (including all or part of these and any component) which the Seller is to supply in accordance with the Order;
“Seller”: means SYNTHELIS BIOTECH, a French company registered under number 981 878 846 RCS GRENOBLE, with head offices located 5, avenue du Grand Sablon, 38700 La Tronche (France). Email: order@synthelis.fr. Tel: +33(0)4 76 54 95 35.

No variation to these Terms and Conditions, or to the Order, shall be binding unless agreed in
writing between the Parties.
Seller’s catalogues, documentation, sales literature, prospectuses, price lists, price schedule and other documents issued by the Seller in relation to the Products are subject to alteration without notice and do not constitute offers to sell the Products which are capable of acceptance.

4.1 No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed In Writing by the Seller.

4.2 The Products will only be supplied in the minimum units thereof stated in the Seller’s price list or in multiples of those units.

4.3 The Buyer shall provide to the Seller the accurate information of the terms of its Order submitted to the Seller. The Buyer shall indemnify the Seller for any costs incurred and/or paid by the Seller, stemming from inaccurate information provided by the Buyer or in case of defaults in giving instructions for the delivery of the Products.

4.4 The Seller reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Products are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.

4.5 Each order shall be comprehended separately and therefore, in case several orders have been
made, the cancellation or termination of one order specifically shall not entitle the Buyer to
repudiate or cancel any other order.

4.6 The Buyer has no right of withdrawal once the Order has been accepted.

5.1 The Buyer has no right of withdrawal once the Order has been accepted.
The Price of the Products shall be the price fixed in the Seller’s quotation or, if no price has been quoted yet and only the quantity and nature of the Product agreed on, the Price of the Products shall be the Price mentioned in the current Price list or Price schedule of the Seller at the date of the acceptance of the Order.

5.2 The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Products which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

5.3 All Prices are exclusive of the charges for the transport of the Products and the insurance costs, which the Buyer shall be additionally liable to pay. The Buyer shall comply with all applicable international export and/or import control provisions and regulations. The Price of the Products is also exclusive of any applicable value added tax, customs duties, fees related to custom formalities, excise or any other sales taxes or duties, which the Buyer shall be additionally liable to pay.

5.4 It shall be a condition of the sale that if the Products become, or are reasonably likely to become, subject to duties, tariffs, charges, embargoes, or other trade measures imposed on importation of the goods into the country of destination, the Seller shall be entitled to require the Buyer to reimburse on invoice any additional charges and duties imposed on the Products.

6.1 Unless otherwise agreed upon between the Seller and the Buyer, the payment for the Price of the Products is due immediately at the time of the Order.

6.2 In the event of non-payment on the due date, the Seller reserves the right to demand the
immediate return of the Products at the Buyer’s expense. The sale will be automatically terminated upon return.

6.3 The time for the payment shall be of the essence of the Order.

6.4 All payments from the Buyer to the Seller shall be made via bank transfer to an account
designated by the Seller. All payments received into the Seller’s bank account from the Buyer
shall be the full invoiced amount for the Products with all the bank charges and any costs payable by the Buyer.

7.1 Unless otherwise agreed between the Parties, or agreed by the Seller in writing or expressly
stated in the Offer provided to the Buyer, the Products may be delivered under one of the two
following options (7.2 or 7.3) chosen by the Buyer:

7.2 Delivery under the rules of the ICC Incoterm 2020 EXW – Ex Works with the carrier and/or
forwarding agent chosen by the Buyer and transport, cost and risks borne by the Buyer.
7.2.1 Delivery of the Products shall be made to the place specified in the Order at the Seller’s premises or any other premises designated by the Seller.
7.2.2 The delivery date is approximate only and time for delivery shall not be of the essence.
7.2.3 Unless otherwise agreed In Writing between the Buyer and the Seller, delivery of the Products shall be made by the Buyer collecting the Products at the Seller’s premises or other premises designated by the Seller within seven (7) Business Days after the Seller has notified the Buyer In Writing that the Products are ready for collection (being made available) or, if some other place of delivery has been agreed on, by the Seller delivering the Products to that place.
7.2.4 The risks of damage to or loss of the Products shall pass to the Buyer at the time when the Seller notifies the Buyer that the Products are available for collection.
7.2.5 If the Buyer fails to take delivery of the Products or any part of them on the delivery date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Products and risk in the Products shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
7.2.6 For VAT exemption, in the case of sales to a Buyer whose registered office is located outside the European Union (EU) or outside the European Economic Area (EEA) (third country), the Buyer undertakes to take all necessary steps with his agent (carrier and/or forwarding agent) to meet the required customs declaration obligations, such as the Export Control system (ECS)
formalities and to provide proof thereof to the Seller as soon as possible. The Buyer undertakes
to provide all documents required by the French tax authority such as the “document
administratif unique” (DUA) or any other document of that kind attesting of the exportation of
the Products to a country outside the EU.

7.3 Delivery arranged by the Seller – Carrier and/or forwarding agent chosen by the Seller:
7.3.1 Under this option, delivery of the Products shall be made to the place specified in the Order at the Buyer’s address or any other address designated by the Buyer.
7.3.2 The delivery date is approximate only and time for delivery shall not be of the essence.
7.3.3 Under this option of delivery, the Seller organises and arranges the shipment of the Products to the unloading destination mentioned by the Buyer. The Seller will choose and pay the carrier and assume the risk of the transportation until the unloading destination, when the Products are ready to be unloaded under the responsibility of the Buyer. In addition to the Price of the Products, the Seller will charge the Buyer with all the shipment costs, including the insurance related to the transportation.
7.3.4 All customs duties (on export and/or import), fees related to the custom formalities, excise or any other sales taxes or duties in addition of the Price of the Products shall also be borne by the Buyer.
7.3.5 Unless otherwise agreed In Writing between the Buyer and the Seller, delivery of the Products shall be made by the Seller at the Buyer’s address or any other address designated by the Buyer where the Products are ready for unloading. Once arrived at destination and ready for unloading, the Buyer will be responsible to unload the Products.
7.3.6 Risks of damage to or loss of the Products shall pass to the Buyer at the time when the Products have been delivered at the address specified by the Buyer, and ready to be unloaded by the Buyer at destination.
7.3.7 Once arrived at destination, if the Buyer fails to unload the Products or any part of them on the delivery date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Products and risk in the Products shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.

If the Seller fails to deliver the Products, or any part thereof, within forty (40) Calendar Days of the delivery date specified in the Order — except in cases where the delay is due to reasons beyond the Seller’s reasonable control or caused by the Buyer or its carrier — the Buyer shall have the right to cancel the Order.

9.1 The Buyer is under a duty whenever possible to inspect the Products on delivery.

9.2 The Seller shall be under no liability for any damage or shortages that would be apparent on
reasonable careful inspection if a written complaint is not delivered to the Seller within five (5) Business Days of delivery detailing the alleged damage or shortage.

10.1 When the delivery is made under the option 7.2, risk of damage to or loss of the Products shall pass to the Buyer at the time when the Seller notifies the Buyer that the Products are available for collection, in accordance with the ICC Incoterms 2020 EXW – Ex Works.

10.2 When the delivery is made under the option 7.3, risk of damage to or loss of the Products shall pass to the Buyer at the time when the Products have been delivered at the address specified by the Buyer, and ready to be unloaded by the Buyer at destination.

10.3 Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms and Conditions, legal and beneficial title of the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price of the Products.

10.4 Until full payment has been made to the Seller, the Buyer shall be in possession of the Products for the Seller and the Buyer shall store the Products separately and in an appropriate
environment, shall ensure that they are identifiable as being supplied by the Seller and shall
insure the Products against all reasonable risks.

10.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the Products which remain the property of the Seller.

10.6 The Seller reserves the right to repossess any Products in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Products in which the Seller retains title or inspecting the Products to ensure compliance with the storage and identification requirements of Clause 9.

11.1 The Buyer shall not be entitled to assign the Order or any part of it without the prior written consent of the Seller.

12.1 If on delivery any of the Products are defective in any material respect, the Seller shall at its option, subject to the Seller’s observation of the defect of the concerned Products:
12.1.1 replace only once the defective Products within forty-five (45) Business Days of receiving the Buyer’s notice; or
12.1.2 refund to the Buyer the price for those Products (or parts thereof, as appropriate) which are defective; but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Products if delivery is not refused or notice given by the Buyer as set out above. No Products may be returned to the Seller without the prior agreement in writing of the Seller.

12.2 In the event of a complaint by the Buyer:
– in the case of a quantitative defect, the purchaser must justify this defect to the Vendor;
– in the assumption of a qualitative defect (malfunction of the Product), the Buyer must
justify this to the Vendor by carrying out tests, and the results shall be sent to the Vendor
by any means.

12.3 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Products, or any other act or omission on the part of the Buyer, its employees or agents or any third party.

12.4 Unless otherwise required by law, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, , or under the express terms of the Order, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the Products or their use by the Buyer.

13.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

13.1.1 cancel the Order or suspend any further deliveries to the Buyer;

13.1.2 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the refinancing rate of the European Central Bank (ECB), plus ten (10) points, until payment in full is made (a part of a Month being treated as a full month for the purpose of calculating interest); and

13.1.3 charge the Buyer a flat fee for recovery of an amount of € 40 (art. D. 441-5 of the French commercial code). When the costs of collection incurred exceed the amount of the lump sum, the Seller may request additional compensation upon proof (Art. L.441-10 to art. L.441-16 of the French commercial code).

The Products are provided for “AS IS”. Any Product Kit delivered by the Seller is understood to be experimental in nature and may have hazardous properties. THE SELLER MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE PRODUCTS SHALL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.

15.1 The use of the Products is made for internal research made by the Buyer only and shall be made in accordance with the specific instructions provided by the Seller to the Buyer in the Instruction Manual of the designated Products.

15.2 Therefore, the Seller shall not be liable for any damages on the Products that would be related to a misuse or any use by the Buyer in violation of the Instruction Manual provided by the Seller.

15.3 No commercial use is allowed. Researcher may use this product for research use only.
Commercial use means any and all uses of this product by a party in exchange for consideration,
including, but not limited to (i) use for further product manufacture, (ii) use in provision of
services, (iii) resale of product. No other use or transfer of this product is authorized without the prior express consent In Writing of the Seller.

15.4 The Buyer shall be responsible for ensuring that any use of the Products by the Buyer is in
compliance with all applicable statutory requirements, or instructions issued by any competent
governmental or regulatory authority. More generally, the Buyer shall comply with all
regulations applicable to the Products and their use.

15.5 All Products shall only be used by the Buyer and its employees, Buyer’s executives and directors,
that are qualified professionals who are trained in good laboratories practices and are familiar
with their potential hazards. In particular, the Products contain chemicals that may be harmful if misused. The Products shall be used for the Buyer’s intern research needs only, with the
exception of any other use or destination. No other use is permitted.

15.6 The Buyer shall not analyse (or have analysed) any Products to determine their identity in whole or in part and shall not replicate, reproduce, deconstruct, manipulate, modify, derivatize or perform reverse engineering on any Products, nor create any copy or variation of the Products, unless previously authorised In Writing by the Seller.

15.7 All Products bought by the Seller to the Buyer shall not be further sold or transferred, by the Buyer, to any other legal or natural person.

16.1 The Seller’s total liability in Order, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Order shall be limited to the Price of the litigious Products; and

16.2 The Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or
consequential, or any claims for consequential compensation whatsoever (howsoever caused)
which arise out of or in connection with the Order.

17.1 The Buyer will regard as confidential the Order and all information obtained by the Buyer
relating to the business and/or products of the Seller and will not use or disclose to any third
party such information without the Seller’s prior written consent provided that this undertaking
shall not apply to information which is in the public domain other than by reason of the Buyer’s
default.

17.2 The Seller is and remain the sole owner of the rights to its knowledge, information, methods, expertise, technologies, patents, patent applications, know-how, data, databases, trademarks, trade names, content and processes, whether they belong to it or for which it holds a regular right of use, including any improvements and/or developments made to all or part of the elements referred to above, for the whole duration of validity of the associated rights (the
“Seller’s IP”). No rights on any of the Seller’s IP are transferred to the Buyer as part of any Order or these Terms and Conditions.

17.3 If the Buyer wishes to have access and/or to use any of the Seller’s IP, the Buyer shall contact the Seller, in order for the Parties to negotiate in good faith the conditions – particularly financial – under which a license or sub-license could be granted for the benefit of the Buyer. The Buyer is prohibited from any use other than that strictly authorized under the Terms and Conditions without the grant, by the Seller to the Buyer, of a written license. Any violation in this respect will constitute an infringement that is criminally and civilly punishable.

17.4 Any use of the trademark that identifies the Products shall be accompanied by wording to mention that they are trademark owned by the Seller, or owned by any third-party owner of the
so-called trademark if different from the Seller, in particular when the Product is mentioned in
any research report issued by the Buyer as part of its research activities.

17.5 The provisions of this Clause shall survive the termination of the Order for the duration of validity of the Seller’s associated rights.

All notices under these Terms and Conditions and under the Order shall be In Writing and be
deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party, such as notably (the following list is not exhaustive): power failure, Internet service provider failure, packer failure, carrier failure, industrial action, strike, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action.

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Order shall constitute a waiver of the right to subsequently enforce that provision or any other provision.

Commande seraient jugées illégales, invalides ou inapplicables, cette/ces disposition(s) seront considérées comme dissociées du reste des présentes Conditions Générales (et, par extension, de la Commande). Le reste des présentes et de la Commande restera valide et applicable.

22.1 Personal Data – General Data Protection Regulation (GDPR)
In accordance with the European Union regulation (Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 and the French law “Loi n°78-17 du 6 janvier 1978
relative à l’informatique, aux fichiers et aux libertés”, personal data collected from the Buyer is processed by the Seller, in the framework of the business relationship between the Parties.

22.2 It is recorded in the Seller’s customer file and is essential for processing the Order.
This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept for as long as is necessary for the execution of Orders and any applicable guarantees.

22.3 The data controller is the Seller. Access to personal data will be strictly limited to employees of the data controller or its executives authorized to process such data by virtue of their position. The information collected may be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the Buyer’s authorization being required.

22.4 In the course of performing their services, third parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Seller shall not sell, lease, assign or give third parties access to the data without the Buyer prior consent, unless compelled to do so for a legitimate reason.

22.5 In accordance with applicable regulations, the Buyer has the right to access, rectify, delete and port data regarding its data, as well as the right to object to the processing for a legitimate reason. These rights may be exercised by contacting the data controller at the following postal or e-mail address: data@synthelis.fr.

22.6 In the event of a complaint, the Buyer may address it to the French authority in charge for data protection (CNIL for “Commission Nationale de l’Informatique et des Libertés”).

23.1 These Terms and Conditions and the Order (including any non-contractual matters and
obligations arising therefrom or associated therewith) shall be governed by and construed in
accordance with the laws of France.

23.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Order (including any non-contractual matters and obligations arising
therefrom or associated therewith) shall fall within the commercial jurisdiction of the courts of GRENOBLE (FRANCE).