General Terms and Conditions of Sale

Article 1 — Scope

In accordance with Article L. 441-1 of the French Commercial Code, these General Terms and Conditions of Sale constitute the sole basis of the commercial relationship between the parties.

Their purpose is to define the conditions under which SAS SciLicium (the "Provider"), whose registered office is at 9 avenue du Professeur Léon Bernard, 35000 Rennes, France, supplies the following services (the "Services") to professional clients (the "Clients" or the "Client") who so request, via the Provider's website, by direct contact or on paper: data pre-processing and research support services.

They apply without restriction or reservation to all Services supplied by the Provider to Clients of the same category, whatever the clauses that may appear in the Client's own documents, and in particular in its general terms and conditions of purchase.

In accordance with applicable regulations, these General Terms and Conditions of Sale are systematically provided to any Client who requests them, so as to enable that Client to place an order with the Provider. They are also provided to any Client before the conclusion of a single agreement referred to in Articles L. 441-3 et seq. of the French Commercial Code, within the statutory time limits.

Any order for Services implies the Client's acceptance of these General Terms and Conditions of Sale and, for electronic orders, of the terms of use of the Provider's website.

The information appearing in the Provider's catalogues, brochures and price lists is given for guidance only and may be revised at any time. The Provider is entitled to make any changes to it that it deems appropriate.

In accordance with applicable regulations, the Provider reserves the right to depart from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Client, by drawing up Special Terms and Conditions of Sale.

Article 2 — Orders

2.1 Acceptance of the order

Sales of Services are final only once the order has been expressly accepted in writing by both the Client and the Provider, evidenced either by a quotation issued by the Provider and signed by the Client, or by a purchase order.

2.2 Amendment of the order

Any amendments to the order requested by the Client will be taken into account, so far as the Provider is able to do so, only if they are notified in writing at least 15 days before the date scheduled for the supply of the ordered Services, after the Client has signed a new quotation and any resulting price adjustment has been made.

2.3 Cancellation of the order

Should the Client cancel the order after it has been accepted by the Provider, less than 8 days before the date scheduled for the supply of the ordered Services, for any reason whatsoever other than force majeure, a sum equal to 10% of the total price of the Services excluding tax shall be retained by the Provider and invoiced to the Client as damages, in compensation for the loss thereby suffered.

Article 3 — Prices

Services are supplied at the Provider's prices in force on the day the order is placed, in accordance with the quotations previously drawn up as set out in the "Orders" article above. Prices are net and exclusive of tax.

An invoice is issued by the Provider and given to the Client on each supply of Services.

Where the cost of a service cannot be known in advance or stated precisely, the basis on which that cost is determined, together with the method of calculating the price so that it can be verified, will be communicated to the Client or set out in a detailed quotation, at the Client's request, in accordance with Article L. 441-1, III of the French Commercial Code.

Article 4 — Payment terms

4.1 Payment periods

The price is payable in cash, in full on delivery of the results of the Services for data pre-processing services, and at the end of each month for research support services, under the conditions set out in the "Terms of supply of the Services" article below and as stated on the invoice given to the Client.

The following secure payment methods are accepted:

• bank transfer;
• payment cards: Visa, MasterCard, American Express and other bank cards;
• cheque.

No additional charge exceeding the costs borne by the Provider for the use of a given means of payment may be invoiced to the Client.

4.2 Late-payment penalties

In the event of late payment of the sums owed by the Client more than 30 days after the period set out above and after the payment date shown on the invoice sent to the Client, late-payment penalties calculated at a monthly rate of 5% of the price of the Services inclusive of tax shown on that invoice shall accrue to the Provider automatically and as of right, without any formality or prior formal notice. A fixed indemnity for recovery costs of EUR 50 shall also be payable to the creditor in the event of late payment. Any reminder costs will be invoiced in addition to those penalties.

Article 5 — Terms of supply of the Services

5.1 Supply times

The Services requested by the Client are supplied, in principle, within a maximum of 6 weeks from the Provider's receipt of the samples to be analysed.

That period is not a strict deadline and the Provider may not be held liable towards the Client for any delay in the supply of the Services not exceeding 2 months. Where the delay exceeds 2 months, the Client may request termination of the sale.

The Provider may not under any circumstances be held liable for any delay in, or suspension of, the supply of the Services attributable to the Client, or in the event of force majeure.

5.2 Complaints

In the absence of reservations or complaints expressly made by the Client on receipt of the Services, the Services shall be deemed to conform to the order in quantity and quality.

The Client has 15 days from the supply of the Services to submit such reservations or complaints in writing to the Provider, together with all relevant supporting evidence. No complaint may validly be accepted where the Client fails to comply with those formalities and time limits.

The Provider will, as soon as possible and at its own expense, refund the Client or (where possible) remedy the Services whose non-conformity has been duly established by the Client, using appropriate means agreed with the Client.

Where the Client makes a specific request concerning the conditions under which the Services are supplied, and that request is duly accepted in writing by the Provider, the related costs will be invoiced separately, on the basis of a quotation previously accepted by the Client.

Article 6 — Provider's liability and warranty

The Provider warrants the Client, in accordance with statutory provisions, against any non-conformity of the Services and any hidden defect arising from a fault in the design or supply of those Services, excluding any negligence or fault on the part of the Client.

The Provider may be held liable only in the event of proven fault or negligence, and its liability is limited to direct loss, to the exclusion of any indirect loss of whatever nature.

In respect of pre-processing services, the Provider points out:

• that it cannot guarantee the Client any specific interpretation of the sample analyses or of the use the Client may make of them, but only that it will apply all the means at its disposal to supply the expected service;
• that it may not be held liable where the minimum sample quality criteria set out below are not met, or where replicates have not been supplied for each sample:

• standardisation of RNA concentrations across the different samples;
• choice of the optimal concentration, 25 ng/µl or 50 ng/µl;
• receipt of the RNA in a 96-well PCR-compatible plate containing a fixed volume of approximately 10 to 20 µl of standardised RNA (shipped on dry ice).

In order to assert its rights, the Client must inform the Provider in writing of the existence of the defects within a maximum of 8 days from their discovery, failing which it will forfeit any related claim.

The Provider will remedy, or have remedied, at its sole expense and using appropriate means agreed with the Client, the Services found to be defective.

In any event, should the Provider be held liable, the Provider's warranty shall be limited to the amount excluding tax paid by the Client for the supply of the Services.

Article 7 — Intellectual property rights

The Client owns the results of the research support and data pre-processing services. The Provider accordingly undertakes to destroy those results 2 months after they have been delivered. Should the Client wish the results to be retained for a longer period, this must be the subject of express agreement and of specific invoicing by the Provider to the Client.

Apart from the results referred to above, the Provider remains the owner of all intellectual property rights in the techniques or methods used to supply the Services to the Client. The Client therefore undertakes not to reproduce or exploit those techniques or methods without the express, written and prior authorisation of the Provider, which may make such authorisation subject to financial consideration.

Article 8 — Personal data

Personal data collected from Clients is processed electronically by the Provider. It is recorded in the Provider's client file and is essential to the processing of the Client's order. This information and personal data is 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 performance of orders and of any applicable warranties.

The Provider is the data controller. Access to personal data is strictly limited to the data controller's employees who are authorised to process it by reason of their duties. The information collected may be passed on to third parties bound to the company by contract for the performance of subcontracted tasks, without the Client's authorisation being required.

In performing their services, those third parties have only limited access to the data and are required to use it in accordance with the applicable personal data protection legislation. Apart from the cases set out above, the Provider undertakes not to sell, rent, transfer or give third parties access to the data without the Client's prior consent, unless required to do so on legitimate grounds.

Should the data be transferred outside the European Union, the Client will be informed of this and told what safeguards have been put in place to secure the data — for example the European Commission's standard contractual clauses, an adequacy decision such as the EU-US Data Privacy Framework, binding corporate rules, an approved code of conduct or an approved certification mechanism.

In accordance with applicable regulations, the Client has the right to access, rectify, erase and port data concerning it, as well as the right to object to processing on legitimate grounds. Those rights may be exercised by contacting the data controller at the following postal or email address: SciLicium, 9 avenue du Professeur Léon Bernard, 35000 Rennes, France — contact@scilicium.com. The Client may also lodge a complaint with the French data protection authority (CNIL, www.cnil.fr). Further details are set out in our Privacy Policy.

Article 9 — Unforeseeable circumstances

In the event of a change of circumstances that was unforeseeable when the contract was concluded, in accordance with Article 1195 of the French Civil Code, the party that did not agree to assume a risk of excessively onerous performance may ask the other party to renegotiate the contract.

However, if the change of circumstances that was unforeseeable when the contract was concluded is permanent or continues for more than 6 months, this agreement will simply be terminated in accordance with the "Termination for unforeseeable circumstances" article.

Article 10 — Specific performance

Should either party fail to perform its obligations, the party suffering that failure has the right to require specific performance of the obligations arising under this agreement. In accordance with Article 1221 of the French Civil Code, the creditor of the obligation may seek such specific performance following a simple formal notice sent to the debtor of the obligation by registered letter with acknowledgement of receipt that has remained without effect, unless performance is impossible or there is a manifest disproportion between its cost to the debtor, acting in good faith, and its benefit to the creditor.

It is recalled that, should either party fail to perform its obligations, the party suffering that failure may, in accordance with Article 1222 of the French Civil Code, 30 days after a formal notice to perform has remained without effect, have the obligation performed by a third party at the defaulting party's expense, provided the cost is reasonable and in line with market practice, without any court authorisation being required; the party suffering the failure may also, at its option, apply to the court for an order that the defaulting party advance the sums needed for that performance.

Should the other party fail to perform any of its obligations, the party suffering that failure may request termination of the contract in accordance with the "Termination of the contract" article.

Article 11 — Defence of non-performance

It is recalled that, pursuant to Article 1219 of the French Civil Code, each party may refuse to perform its obligation, even though it is due, if the other party fails to perform its own obligation and that failure is sufficiently serious — that is, liable to call into question the continuation of the contract or fundamentally to upset its economic balance. The suspension of performance takes effect immediately upon the defaulting party's receipt of the notice of default sent to it for that purpose by the party suffering the failure, stating the intention to rely on the defence of non-performance until the defaulting party has remedied the failure identified, served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of dispatch to be retained.

That defence of non-performance may also be used preventively, in accordance with Article 1220 of the French Civil Code, where it is clear that one of the parties will not perform its obligations when they fall due and that the consequences of that non-performance are sufficiently serious for the party suffering the failure. This option is used at the risk of the party taking the initiative.

The suspension of performance takes effect immediately upon the presumed defaulting party's receipt of the notice of the intention to rely on the preventive defence of non-performance, until the presumed defaulting party performs the obligation in respect of which a future failure is clear, served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of dispatch to be retained.

However, if the impediment is permanent or continues for more than 2 months from the date on which it was recorded by registered letter, this agreement will simply be terminated in accordance with the "Termination for failure by a party to perform its obligations" article.

Article 12 — Force majeure

The parties may not be held liable where the non-performance or delay in performance of any of their obligations as described in this agreement results from a case of force majeure within the meaning of Article 1218 of the French Civil Code, or from exceptional health or climate events beyond the parties' control.

The party recording the event must inform the other party without delay of its inability to perform and provide justification. The suspension of obligations may not under any circumstances give rise to liability for non-performance of the obligation in question, nor to the payment of damages or late-payment penalties.

Performance of the obligation is suspended for the whole duration of the force majeure event if that event is temporary. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the parties will use their best efforts to resume normal performance of their contractual obligations as quickly as possible. To that end, the party prevented from performing will notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial instrument. If the impediment is permanent, this agreement will simply be terminated in accordance with the "Termination for force majeure" article.

During that suspension, the parties agree that the costs generated by the situation will be borne by the party prevented from performing.

Article 13 — Termination of the contract

13.1 Termination for unforeseeable circumstances

Notwithstanding the "Termination for failure by a party to perform its obligations" clause below, termination on the ground that performance of an obligation has become excessively onerous may take place only 30 days after a formal notice served by registered letter with acknowledgement of receipt or by any extrajudicial instrument.

13.2 Termination for non-performance of a sufficiently serious obligation

Notwithstanding the "Termination for failure by a party to perform its obligations" clause below, where the other party fails, sufficiently seriously, to perform any of its obligations, the party suffering that failure may notify the defaulting party by registered letter with acknowledgement of receipt of the termination of this agreement for fault, 30 days after a formal notice to perform has remained without effect, pursuant to Article 1224 of the French Civil Code.

13.3 Termination for force majeure

Notwithstanding the "Termination for failure by a party to perform its obligations" clause below, automatic termination for force majeure may take place only 30 days after a formal notice served by registered letter with acknowledgement of receipt or by any extrajudicial instrument.

13.4 Termination for failure by a party to perform its obligations

Should either party fail to comply with the following obligation:

• payment when due for the services ordered by the Client in respect of the current service or of an earlier service;

referred to in the articles of this contract above, the contract may be terminated at the option of the injured party.

It is expressly agreed that such termination for failure by a party to perform its obligations will take place automatically 30 days after a formal notice to perform has remained, in whole or in part, without effect. The formal notice may be served by registered letter with acknowledgement of receipt or by any extrajudicial instrument. That formal notice must state the intention to apply this clause.

13.5 Provisions common to all cases of termination

It is expressly agreed between the parties that the debtor of an obligation to pay under this agreement will be validly given formal notice by the mere fact that the obligation has fallen due, in accordance with Article 1344 of the French Civil Code. In any event, the injured party may apply to the courts for damages.

Article 14 — Disputes

All disputes to which this contract and the agreements arising from it may give rise, concerning their validity, interpretation, performance, termination, consequences and effects, shall be submitted to the courts having jurisdiction under ordinary law.

Article 15 — Language of the contract — Applicable law

These General Terms and Conditions of Sale and the transactions arising from them are governed by French law.

They are drawn up in French. Should they be translated into one or more other languages, only the French text shall be authoritative in the event of a dispute.

Article 16 — Acceptance by the Client

These General Terms and Conditions of Sale are expressly approved and accepted by the Client, who declares and acknowledges having full knowledge of them and therefore waives the right to rely on any conflicting document and, in particular, on its own general terms and conditions of purchase, which shall not be enforceable against the Provider, even if the Provider was aware of them.

Contact

SAS SciLicium — 9 avenue du Professeur Léon Bernard, 35000 Rennes, France.
Questions about these terms: contact@scilicium.com.