GENERAL TERMS AND CONDITIONS OF SALE

I. OBJECT, ACCEPTANCE, AND SCOPE OF THE GENERAL TERMS AND CONDITIONS OF SALE

1. These general terms and conditions of sale (“GTCS”) aim to govern the contractual relationships between the company ProteoGenix and its clients within the scope of its professional activities. They apply without exception to all sales of goods and/or services as defined in the quotations or sales agreements provided by the company ProteoGenix to its clients, and to which these conditions are attached.
2. Any order for goods and/or services by the client implies their unconditional acceptance and their full and complete adherence to these general terms and conditions of sale, which prevail over any other document from the client, unless an unequivocal written agreement is provided by the authorized representative of ProteoGenix.

II. ORDERS

1.  The orders will only be taken into account by the company ProteoGenix upon the signing of the purchase order by the authorized representative of the client.
   Any order is binding to ProteoGenix only after its written acceptance by ProteoGenix.
2.  Any order accepted by ProteoGenix is irrevocable and cannot be cancelled by the client except with the written agreement of ProteoGenix and subject to the compensation for the total losses suffered by ProteoGenix, including loss of profits.
3. Each purchase order must include the order number, the intracommunity VAT or UK VAT registration number of the client if applicable, catalog references, product/service descriptions, quantities, delivery address, billing address, as well as the name and telephone number of a contact person at the client’s end. ProteoGenix accepts no responsibility for consequences arising from errors, inaccuracies, or omissions on the purchase order made by the client.
4.   The purchase order must include a detailed delivery address along with all relevant information for the delivery, such as, but not limited to: reception opening hours, access codes, vehicle size limits, recipient’s contact phone number, etc. ProteoGenix accepts no responsibility for consequences resulting from incomplete or inaccurate delivery information provided on the purchase order by the client.
5.  All additional costs incurred due to the production of replacements, new shipments, or modified shipments requested by the client as a result of an error on the purchase order will be the responsibility of the client.
6.  If the client intends to make a change during the execution of an order, they must submit a written request to ProteoGenix and await its written approval.
   In the event of approval, ProteoGenix reserves the right to modify the financial terms accordingly.
7.  ProteoGenix reserves the right to decide whether to continue or interrupt an order in the event of unexpected technical problems, such as (but not limited to): non-immunogenic or toxic antigens, non-expressed proteins, challenging cloning, etc.
   Any interruption will be justified by ProteoGenix, and only the stages that have been started or completed will be invoiced.
8.  ProteoGenix does not provide any of its protocols but only raw data at the end of certain stages or at the completion of the service.

III. PRICES

1.  All prices, unless otherwise stated, are in euros.
   Payments must be made in euros unless there is a written agreement between the client and ProteoGenix for the use of US dollars or any other currency.
2. The prices are those specified in the quote or, in the absence of one, those listed in the current catalogs or on the ProteoGenix website.
   They may be changed without prior notice, and ProteoGenix accepts no responsibility for printing errors in its catalogs or on its websiteThe prices exclude all types of taxes, customs duties, shipping, and handling fees.
   Shipping and handling fees will be determined based on the order value, size and weight of the shipment, destination, and chosen mode of transport.

IV. PAYMENT CONDITIONS

1. Subject to any other agreement between ProteoGenix and the client, the payment terms are 30 days from the date of invoicing by ProteoGenix, even if the delivery or performance has not occurred, and the ownership of the products has not been transferred to the client.
2. As an exception, new clients without an established account with ProteoGenix must settle their purchases by making an advance payment and attaching their payment to the order. The same applies to orders for customized items.
3. No discount is applicable in the case of early payment.
4. ProteoGenix accepts the following modes of payment:
   •  Bank transfers: In the case of invoicing bank transfer fees to ProteoGenix, these fees will be billed to the client without further notice.
   •  Credit
   •  Cheques: ProteoGenix only accepts French cheques. However, international cheques may be accepted if the client agrees to cover the bank fees of 25 euros. In this case, the client must inform ProteoGenix of their intention to pay by international cheque before placing an order so that the additional cost can be added to the client’s quote and invoice.
5. In the absence of full payment by the due date, penalties based on the semi-annual refinancing rate of the European Central Bank in effect on January 1st or July 1st, depending on the order date, plus 10 points, will be applied from the day following the payment date stated on the invoice. Late payment penalties are due without the need for a reminder.
   In accordance with Article D. 441-5 of the Commercial Code, in case of late payment, the client will automatically owe ProteoGenix, in addition to late payment penalties, a lump-sum indemnity for recovery costs of 40 euros.
6. In the event of the absence of full payment of an invoice by its due date, ProteoGenix may, by operation of law, terminate the sale eight days after a notice has been ineffective, without prejudice to any potential claims for damages.
   Similarly, the failure to make full payment of an invoice by its due date will result in the immediate maturity of all invoices from the client.

V. TRANSPORT-RELATED RISKS

The transfer of risks for the sold goods occurs upon their delivery to the carrier.
Unless there is a written agreement to the contrary accepted by both parties, the goods travel at the client’s risk, regardless of the mode of transport.
The transportation of the goods is solely the responsibility of the client, and at their expense. It is the client’s responsibility to obtain any insurance they deem necessary.

VI. DELIVERY TIMES

The deadlines mentioned on the website as well as in ProteoGenix’s quotations are purely indicative in nature.
These deadlines may be subject to significant variations due to the uncertainties inherent in the production of proteins, antibodies, peptides, and genes ordered by the client.
ProteoGenix will make every effort to meet the indicative deadlines stated on its website and in its quotations.
However, due to the unpredictable nature of biological research, ProteoGenix accepts no responsibility for delivery delays, regardless of the cause.

VII. RECEPTION AND STORAGE BY THE CLIENT

1. In the event of damage, loss, or shortage, it is the responsibility of the client to make specific and justified reservations on the transport document and to address their claims to the last carrier in accordance with Article L.133-3 of the Commercial Code.
   The client must inform ProteoGenix within 8 days of receipt, through email, fax, or mail.
   ProteoGenix shall not be held responsible for any losses, damages, or quality alterations that are attributed to the transportation process.
2. The products must be inspected upon receipt and stored as indicated on the labels or technical sheets provided with the product.
   If no instructions are provided (typically for customized services), it is the sole responsibility of the client to test different storage conditions and use the one that best suits the product and its preservation.
3. ProteoGenix will ensure that all products meet the agreed specifications before shipping.
   However, if, upon inspection by the client, it is found that the products do not meet the agreed specifications, claims regarding their non-conformity to the ordered products must be made by registered letter with acknowledgment of receipt or hand-delivered letter with acknowledgment of receipt within eight days following the delivery of the products.
   After this period, no claims will be accepted, regardless of the alleged failure, and the client must pay the full price.
4. In addition, these claims must specify the alleged defects and provide any justification regarding the reality and significance of the alleged defects, non-conformities, and deficiencies. This includes returning, at the client’s expense and within the same eight-day period, the products deemed non-conform by an appropriate means of transportation.
   ProteoGenix will only replace the products or refund the client under these strict conditions.
5. ProteoGenix will not replace any product nor refund the client in the case of inappropriate storage by the client.

VIII. LIABILITY

1. ProteoGenix cannot be held responsible for the non-performance of any of its obligations resulting from a force majeure event.
   Force majeure events include, but are not limited to, labor disputes, supplier delivery delays, wars, embargoes, pandemics, fires, cataclysms, events affecting transportation means, energy issues, as well as unforeseeable internal organizational circumstances within the company (illness, equipment failure, etc.).
2. All products and services marketed by ProteoGenix are exclusively intended for in vitro research and are not approved for therapeutic or diagnostic purposes.
   It is the sole responsibility of the client to qualify/validate the products for any other use.
   ProteoGenix accepts no responsibility for damages resulting from the use of its products for therapeutic or diagnostic purposes, as well as for in vivo use, regardless of the cause and origin of such damages.
3. The products should only be used by the client’s trained personnel, following appropriate laboratory practices.
   Some products may contain components of animal origin.
   As the risks associated with the use of our products may be unknown or difficult to assess, the absence of a warning does not imply that the use of the product is not dangerous.
4. The client commits to providing ProteoGenix, under their responsibility, with all essential information regarding the biological risks associated with the supplied materials and any specific handling procedures to be followed by personnel, if applicable.
   This information must be provided at the beginning of the project.
5. ProteoGenix will not be held responsible for claims related to improper use or inappropriate storage of the products or for any misinterpretation of result analysis.
   The client is responsible for determining the optimal storage conditions for the products, and ProteoGenix will not be liable for improper storage.

IX. WARRANTIES

1. ProteoGenix cannot provide any warranty regarding the use of its products or services for a specific application, unless otherwise agreed.
   i) The success of monoclonal and polyclonal antibody development programs heavily depends on the nature of antigens, and ProteoGenix, therefore, cannot guarantee:
   • The specificity of antibodies (background noise and cross-reactivity)
   • The sensitivity of antibodies (detection threshold and affinity)
   • The appropriate use of antibodies in all applications (e.g., antibodies may not function in western blot, flow cytometry, ELISA, IHC, etc.).
   • The immune response of animals.
   ii) Regarding protein production services, ProteoGenix cannot guarantee:
   • That cloning into its expression vectors is always achievable.
   • The production yield and the quality of the protein (purity, folding, degradation).
   • That the expression of the protein in its strains is always possible.
   • The absence of variations in yield between expression tests and the production scaling-up stage.
2. Unless otherwise specified, all peptide quantities mentioned on our website and in all our documents, including but not limited to the quotation, certificate of analysis, packing list, and invoice, are gross weights. The gross weight includes the weight of the peptide, residual amino acids, adherent water, and salts (e.g., TFA).
3. The client understands and agrees that the products are of an experimental nature and are provided without any warranty, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, suitability for any safety purpose, utility, effectiveness, purity, safety, non-toxicity, accuracy, and/or non-infringement.
   In particular, ProteoGenix and its affiliates, directors, officers, employees, or agents make no representation or warranty that the use of the products will not infringe on any patent, copyright, trademark, or any other intellectual property right of a third party.
4. The client is responsible for obtaining all third-party intellectual property rights required for the use of the products.
5. The client agrees to defend, indemnify, and hold ProteoGenix, its affiliated companies, as well as their respective officers, directors, agents, employees, and shareholders, harmless from any third-party claims, liability, demand, damages, expenses (including reasonable attorney and expert fees), and losses in the event of death, injury, illness, or property damage, infringement or misappropriation of intellectual property, or any other harm or damage resulting from:
   (i) the client’s violation of any of its representations, warranties, or commitments,
   (ii) any use, reproduction, sale, or importation of the products by the buyer and/or its distributors or customers.

X. INSURANCE

The client must, at their own expense, obtain comprehensive general liability insurance, including property liability insurance, property and personal damage insurance, as well as liability insurance, and maintain this coverage for a period and for amounts which are commercially reasonable.

XI. INTELLECTUAL PROPERTY

1. After full payment of the service, ProteoGenix grants the client the broadest rights to use, reproduce, and commercially exploit the peptides, genes, proteins, monoclonal/polyclonal antibodies, and humanized antibodies developed.
   These rights are granted without territorial or time limitations and without financial consideration other than the contractually agreed-upon development cost unless otherwise specified.
   This includes the hybridoma cell lines producing the developed monoclonal antibodies.
2. Due to the very low but nevertheless existing probability that the same antibodies could be independently developed in the context of other projects or by other individuals, these rights are always granted on a non- exclusive basis.
3.  These rights are not granted in the case of stable cell lines developed by ProteoGenix expressing a recombinant antibody/protein.
   In this case, a separate commercial license agreement must be concluded before the start of the project.
4. The client is responsible for obtaining all third-party intellectual property rights required for the use of the products, regardless of the nature of such use.
5. Property of ProteoGenix): The client acknowledges that ProteoGenix owns certain materials and processes, including but not limited to any reagent, library, cell line, plasmid, protocol, results, formulas, inventions, patents, know-how, and technologies as of the date of the conclusion of this contract, which are used for the provision of the service (“Property of ProteoGenix”). The client agrees that all improvements, modifications, or enhancements directly and specifically related to the Property of ProteoGenix and made in the course of providing the service (“Improvements to the Property of ProteoGenix”) are the exclusive property of ProteoGenix and are not included in the rights transferred to the client.
6. All intellectual property rights of any type, nature, and description, including but not limited to all results, antibody libraries, and all antibody sequences they contain, cell lines, vectors, gene constructs, reagents, formulas, inventions, patents, know-how, and technologies of ProteoGenix existing prior to any order, are and remain the exclusive property of ProteoGenix.

XII. COMPLIANCE WITH APPLICABLE REGULATIONS

1.  The client declares and warrants that they fully comply with all applicable national and international laws and regulations, currently in force or in the future, including those related to the use and export of the products.
2. In the event of a violation by the client of any of these laws or regulations, as well as in the case of an investigation into an alleged violation, the client undertakes to promptly take all necessary measures to remedy this violation.
   The client will bear all consequences resulting from such a violation, and ProteoGenix shall not be held responsible.

XIII. MISCELLANEOUS

These general terms and conditions of sale are governed by and construed in accordance with French law. Any dispute regarding the interpretation and execution of these general terms and conditions of sale, as well as the sale of the products and services to which they apply, will be under the exclusive jurisdiction of the judicial court of Strasbourg.
The company PROTEOGENIX has its registered office at 19 rue de La Haye, 67300 Schiltigheim.