General Terms and Conditions of Sales

ARTICLE 1. AREA OF APPLICATION – ENFORCEABILITY

The present General Terms and Conditions of Sales (hereafter referred to as « GTS »), govern the contractual relationships (hereafter « the Contract ») between Firalis Molecular Precision hereafter identified in the Offer (as defined in article 2 below), hereafter referred to as « The Company » or « FMP » and its customers, referred to as « the Customer », together referred to as « the Parties », in connection with the providing of analytical testing services (hereafter « the Analysis »). By signing the Quote established by the Company, or by ordering referencing to such a Quote, the Customer:

– Accepts these GTS

– Accepts that these GTS, with eventual specific conditions stated in the Quote, constitute the contract between the parties, to the exclusion of all other provision contained in any other document, unless otherwise negotiated and stated in a specific written contract.

Any exception to the present GTS will have to be mentioned in the “Quote” (as it is defined below) or be reported in a written document signed by a person duly entitled to represent the Company. Should this not be the case, any provision of any kind as proposed by the Customer, at whatever moment and under whichever form, that would deviate from the present GTS will be rejected and considered void.

ARTICLE 2. ORDERS

Any Analysis or any order of product generates the issuing of a written offer by the Company (hereafter referred to as « the Quote » or « the Offer») either on paper (fax or courier), or on an electronic support, to which are attached the present GTS. The Offer being accepted by the Customer, entailing acceptance of the present GTS, returned on paper or electronic support, trigger conclusion of the Order. The Offer specifies for how long it will be valid.

Any ordering triggers the full acceptance without exceptions to the present GTS. The Offer completes or may modify the present GTS and represents as such the conditions applicable to the Contract. The execution of the Analysis can only start, after the receipt by the Company of the Offer accepted, if the Company has received the samples that have to be analysed as well as the full set information identified in the Offer.

Any additional service requested by the Customer on samples received by the Company will generate a new Offer and will be treated as a new Order that may also trigger new execution terms.

ARTICLE 3. PRICE AND PAYMENT CONDITIONS

Prices are established on the basis of the data provided by the Customer and for normal conditions of execution of the service. The Analysis or the sale of products are carried out at prices in force at the day of the Offer, price without tax. Applicable taxes are those into force at the date of invoicing. Any taxes, right or other provision to pay under the terms of French and Community regulation, or from an importing country or from a transit country, will be charged to the Customer. Except as otherwise mentioned in our Quotations, Order Confirmations or Invoices, the payment is due within thirty (30) days from the date of invoice, by bank transfer, at the payment address mentioned on the Invoice.

Any invoice which remains outstanding after due date will carry interest at the rate of one percent (1%) per month or three times the maximum interest rate permitted by applicable law, whichever is higher, and a fixed compensation for recovery costs of an amount of € 40 (forty euros), with the right for the Company to put on hold all orders in process and to ask for the reimbursement of all costs incurred to recover the amounts due, exceeding the amount of the recovery costs mentioned above. Any challenge of invoice by the Customer will have to be notified to the Company by registered mail no later than 30 days as from invoicing.

ARTICLE 4. DUTIES OF CUSTOMER IN DELIVERING SAMPLES OR MATERIALS

The samples or materials must be in a condition that makes the preparation of reports/analyses or the production of ordered products possible without difficulty. The Company is entitled to conduct an initial examination of the samples or materials to check their condition before processing the samples, drawing up a report or using them in production. In case of poor quality or quantity of the sample, the Company can refuse to execute the service provision. The Customer duly informed could proceed to the transmission of a new sample or a complementary sample. It is the Customer’s responsibility to insure compliance with hazardous waste regulations, including regarding information, transportation and disposal and to inform the Company personnel or representatives about sample health and safety concerns, including any known or suspected toxic. If it concerns a clinical study, the Customer certifies that the samples have been collected in the context of this study and that it obtained the patients’ consent.

ARTICLE 5. PROPERTY RIGHTS ON SAMPLE MATERIAL

The Customer keeps the ownership of the samples. The Customer authorizes the Company to use free of charge the samples to carry out the analysis, and will state in its order whether, after analysis, the sample has to be returned, destroyed or kept in stock in such a case the duration of the stock has to be fixed), the Customer fully bear the cost of such choice.

Unless on specific request included in the Offer (return of the samples at the expense of the Customer, etc.) the samples will be conserved during 3 months of the date of receipt of the analysis results by the Customer, then destroyed.

Should the samples be returned by the Company, all transport, insurance and packaging costs will be paid by the Customer (to include in the Quote if possible). The Company will not be liable in case of deterioration of the sample during transport.

The Company will not be liable in case of deterioration of the sample.

ARTICLE 6. DELIVERY DATES, TURNAROUND TIME

Delivery dates and turnaround times are stated in the Offer. In case where the realization of the service assessment requires material or non-material elements, in the Customer’s possession and that have to be forwarded to the Company, the application of the deadlines expressed in the Quote only start from the reception of these elements by the Company.

Results are generally sent via other electronic means, to the attention of the persons indicated by the customer in the order, promptly after the analysis is completed. The raw data will be forwarded to the Customer depending on the modality specified in the Offer. The raw data, the laboratory notebook and other documents or critical data associated to the project will be preserved within the Company during 5 years.

In case of subcontract, the subcontractor originals reports justifying the results would be given upon demand from the Customer.

Any analysis is considered as fully carried out from the date of provision of the deliverables and of a final report which shall meet the usual quality criteria in this matter.

ARTICLE 7. TRANSFER OF PROPERTY

THE TRANSFER OF PROPERTY AND THE RIGHT OF USE OF OUR WORK, ANALYSIS REPORT AND PRODUCTS SHALL BE SUBJECT TO PRIOR FULL PAYMENT.

Should the Customer wish to refer under any form or support whatsoever to the accreditation or the analysis report, he will have to ask upfront the authorization of the Company, which will be free to determine whether it will be possible to be identified, and if applicable the rules to be followed.

The Customer guarantees the Company against all consequences, of any nature whatsoever, of a publication/spread of the analysis report, for instance in the case where it would cause prejudice to a third party or to the Company, and will cover the Company any request for indemnification to repair any damage which is resulting from such a publication/spread.

ARTICLE 8. LIMITED WARANTIES AND RESPONSABILITIES

The Company guarantees to the Customer that the Service is carried out in accordance with the specifications stated in the Quote. For the realization of the Service, the Company is held by an obligation of means.

A preliminary analysis report and/or an extract of report would be given upon demand from the Customer. However, considering that it does not include all the requested analysis, the report shall not involve the legal responsibility of the Company.

The Customer is responsible for the proper delivery of samples sent to the Company for analyses. Unless otherwise specifically agreed in writing by the Company, the Company accepts no responsibility for any loss or damage, which may occur to any sample in transit. The Customer will at all times be liable for the security, packaging and insurance of the sample from its dispatch until it is delivered to the offices or the laboratories of the Company.

Unless explicitly agreed in writing by all parties, the contractual relationship shall be exclusively between the Customer and the Company. There shall be no third-party beneficiary or collateral warranty relating to any order and the customer shall indemnify and hold the Company harmless from and against any and all third-party claims in any way relating to the customer or to the order by the customer.

The Company (together with its workers, office clerks, employees, representatives, managers, officers, directors, agents and consultants and all The Company’s partners and affiliates), shall be liable only in presence of a proven direct and immediate damage caused by the Company’s misconduct in connection with the performance of an order and then, only if the Company has received written notice thereof not later than six (6) months after the date of the customer’s knowledge of the relevant claim.

The Company Indemnifying Parties shall not be liable for any indirect, direct or consequential loss or damage (including, but not limited to, loss of business, profits, goodwill, business opportunities or similar) incurred by the customer or by any third party.

ARTICLE 9. REPEATED ANALYSIS

Objections to test results can be made within thirty (30) days after the Customer receives the results.

However, unless it would appear that the results of the repeated analysis do not match those of the first one, the Customer shall bear the costs of the repeat testing or review. Furthermore, a repeated analysis will be possible only if the Company has a sufficient amount of the original sample on hand when it receives the Customer’s objection. Otherwise the customer will be required to pay all costs, including sampling, transportation, analytical and disposal costs for the repeat analysis.

Any objections will be dealt with in accordance with the provisions set out in the internal complaints management procedure. This procedure is available on request at quality@firalis.com.

ARTICLE 10. FORCE MAJEURE

The Company cannot be held liable for delays, errors, damages or other problems caused by events or circumstances which are unforeseen or beyond the Company’s’ reasonable control, or which result from compliance with governmental requests, laws and regulations (including any event as defined as force majeure by French Case Law, for instance, refusal of accreditation, etc.).

ARTICLE 11. CONFIDENTIALITY

The Company commits to keep the analysis report confidential and will not be allowed to use it or to divulge it to any third party for any reason whatsoever, except with a view to proving the execution of the work and obtain related compensation, or upon request of a competent administrative authority or to execute a court decision.

The Company commits to keep confidential all technical, commercial, financial or other information that would be communicated to it in the setting of the execution of the analysis, and identified as being confidential by the Customer.

The Customer commits to keep confidential all technical, commercial, financial or other information it may be aware of in the setting of the execution of the analysis by the Company, as well as on the composition of products and software delivered by the Company.

ARTICLE 12. NEWSLETTER SUBSCRIPTION

Upon entering into a sales agreement with FMP, the Customer consents to automatic subscription to the Company’s newsletter, utilizing the email address provided during the transaction for communications related to services, promotions, and company updates. The Customer retains the right to opt-out at any time through the “unsubscribe” link in the newsletter or by directly contacting the Company. The Company commits to safeguarding customer privacy and complying with data protection laws, documenting and respecting customer consent for newsletter subscription in accordance with legal requirements. By signing the sales agreement, the Customer acknowledges and agrees to the terms outlined in this newsletter subscription clause.

ARTICLE 13. IMPARTIALITY

The Company and all its employees undertake to perform their services independently and impartially.

The Customer shall refrain from any act undermining the impartiality or independence of the Company or its employees.

ARTICLE 14. GOVERNING LAW AND JURISDICTION

The Contractual Relationship Between the Company and the Customer Is Subject to French Law. Any Litigation Arising As to the Validity, Interpretation, Conclusion, Execution or Termination of the Contract Shall Be Governed by the Commercial Court of the Place Where the Legal Seat of the Company Having Accepted the Order in Question Is Located, Which shall Have Exclusive Juridiction.

Reproduction or use of the laboratory’s COFRAC accreditation mark is prohibited.