General terms and conditions of sale and use 

1. DEFINITIONS 

In these general conditions, the following terms with a capital letter, unless otherwise specified, shall  have the meaning given to them by this Article, whether in the singular or plural: 

“Client“: means any person who can be qualified as a “professional” within the  meaning of the liminary article (Article Liminaire) of the French  

Consumer Code. 

“Content“: has the meaning given to it in Article 9. 

“General Terms and  

Conditions” or the  

“GTC“: means the present general terms and conditions of sale and use. 

 “Party“: means individually the Client or the Seller; the Client and the Seller  together being referred to as the “Parties“. 

“Product(s)“: means the goods marketed by the Seller through its owned brands or  operated by it, via the Website. The Products refer exclusively to those  

accessible for sale via the Website, but excludes the products presented  

on the Website which cannot be purchased via the Website.  

“Seller“: means the company CORE BIOGENESIS, a simplified joint stock  company (Société par Actions Simplifiée), with its registered office at  

850 boulevard Sebastien Brant, 67400 – Illkirch Graffenstaden and  

registered with the Strasbourg trade and companies register under  

883 231 128. 

“Time Limit“: has the meaning set forth in Article 7. 

“User(s)“: has the meaning set forth in Article 8. 

“Website“: means the website accessible through the following link:  www.corebiogenesis.com

2. SCOPE OF APPLICATION  

In accordance with Article L. 441-1 of the French Commercial Code, these General Terms and  Conditions constitute the sole basis of the commercial relationship between the Parties. The purpose  of these GTC is to define the conditions under which the Seller provides the Client with the Products. 

The General Terms and Conditions apply, without restriction or reservation, to all sales of Products  via the Website.  

The Client is required to read these General Terms and Conditions before purchasing any Product on  the Website. The General Terms and Conditions are accessible by hyperlink on each page of the  Website. The Client is invited to download and/or print the GTC and keep a copy. The Client is  informed that the present General Terms and Conditions may be modified at any time and without  prior notice; the latest version in force being the one accessible on the Website. 

Any purchase of Products via the Website implies acceptance without restriction or reservation of  these GTC by the Client, who is deemed to have full knowledge of them. The GTC shall apply to the  exclusion of all other conditions which shall be unenforceable against the Seller, in particular the  Client’s general conditions of purchase, even if the Client has knowledge of them. 

The Seller reserves the right to cancel or restrict the order and purchase of Products (i) in the event of  a breach of these GTC, or (ii) if there is any previous or ongoing dispute with the Client, or (iii) if the  Seller has reason to believe that the Client is acting as a wholesaler and is purchasing the Products  with a view to reselling them.  

In accordance with the regulations in force, the Seller reserves the right to derogate from certain  clauses of these General Terms and Conditions, depending on the negotiations conducted by the  Client, by establishing special terms of sale. 

3. PRODUCTS  

3.1 Description 

The main characteristics of the Products and in particular the specifications, illustrations,  composition, concentration of protein and other molecules or macro-molecules where applicable,  indications of dimensions or capacity of the Products, are presented on the Website. The Client is  invited to read them before placing an order on the Website. The choice and purchase of a Product is  the sole responsibility of the Client. The photographs and graphics presented on the Website are not  contractual and shall not engage the responsibility of the Seller. The Client must refer to the  description of each Product to know its properties, essential characteristics, and delivery times. The  contractual information is presented in English and is confirmed at the latest at the time of validation  of the order by the Client. Seller’s stocks are limited. Product offers are subject to availability, as  specified when the Client places the order. 

3.2 Restricted use 

The Client acknowledges that due to the nature of the Products and their specificity, their use is  strictly regulated. The Client should use the Products for the purposes specified in the description of  each Product on the Website; any other purpose being expressly excluded. Products should also be  used in accordance with instructions provided by the Seller, as well as with any applicable statues,  laws, and/or regulations.  

4. ORDERING 

4.1.Placing the order 

To place an order via the Website, the Client selects the Product(s) they wish to purchase and adds  them to their basket by clicking on the relevant icon. Before confirming their acceptance, the Client  may at any time during their navigation on the Website, check the details of their order by clicking on  their basket, as well as the total price. The Client may modify their order (add or delete Products,  amend the quantities, etc.) and correct any errors before confirming their acceptance and their order.  It is the Client’s responsibility to check the accuracy of the order and to report or correct any errors. 

The Client is then successively invited to (i) enter the contact details required for the delivery of the  Products, and (ii) validate their order by clicking on the relevant icon. The Client is then redirected to  a page containing a summary of their order with the Products and options selected. The Client is  required to check the items of this summary, in particular the information relating to the delivery of  the Products (delivery address, telephone, and e-mail contacts, etc.).

In the event of an error or omission in this summary, the Client is invited to modify the information  provided. If the summary is validated by the Client, then they will be invited to read and expressly  accept these General Terms and Conditions by ticking the corresponding box: “I have read the GTC  and I accept them without reservation”. 

To finalize the order, the Client shall proceed to the payment of the order in accordance with the  payment terms set out herein, by clicking on the relevant icon. Once the order has been paid for, the  Seller will confirm it to the Client via the e-mail address that the Client has entered on the Website.  

To avoid any doubt, it is also specified that the placement of an order of Products via the Website is  subject to the Client proving that they are a professional by filling the identification details requested  by the Seller (e.g., VAT number, trade and companies register number, etc.). 

4.2 Registration of the order 

The registration of an order is carried out and the sale is final only after (i) the validation of the  Client’s payment and (ii) the sending to the Client of the confirmation of the acceptance of the order  by the Seller via e-mail. Any order placed on the Website, validated and paid for by the Client and  confirmed by the Seller, under the conditions and according to the terms described herein, constitutes  the formation of a contract concluded between the Client and the Seller. In the absence of proof to the  contrary, the data recorded in the Seller’s computer system constitutes proof of all transactions  concluded with the Client. 

4.3 Personal account 

The Website does not provide for the creation of a personal account. Thus, orders on the Website are  placed without creating a personal account. 

4.4 Modification or cancellation of the order 

Once confirmed and accepted by the Seller under the conditions described above, the order cannot be  modified or cancelled by the Client. 

5. RATES 

The Products are supplied at the prices in force on the Website at the time the order is registered by  the Seller. The Seller reserves the right to modify the prices at any time. The prices of the Products are  expressed in Euros, net and exclusive of VAT, ex works, and packaging not included. VAT will be  charged to the Client at the rate applicable on the day of the order. 

They do not include the applicable taxes, costs of processing, shipping, transport, and delivery, which  are invoiced in addition, under the conditions indicated on the Website and calculated before the  order is placed. The prices do not include insurance and other custom duties which shall be borne by  the Client. Special pricing may be applied according to the specificities requested by the Client.  Shipping will be invoiced at a fixed rate depending on the region of delivery. The Client will not be  able to choose a specific delivery method. Delivery terms are assigned by default according to the  region of delivery. The Seller will use its best efforts to select the fastest delivery method according to  the delivery region. The payment requested from the Client corresponds to the total amount of the  purchase, including these costs, applicable taxes and duties. An invoice is issued by the Seller and  provided to the Client upon delivery of the ordered Products. 

At the Seller’s discretion, the Client may be entitled to discounts and rebates in accordance with the  Seller’s price list, depending on the quantities purchased or delivered by the Seller at one time and on  place, or on the regularity of their orders. 

6. PAYMENT CONDITIONS 

The price of the order is payable in Euros only, cash, in full at the time the order is placed, by secure  payment, according to the following terms and conditions:

– By credit card: Visa, MasterCard, American Express and other credit cards. 

The Client is informed that payment by credit card is irrevocable, except in the event of fraudulent use  of the card. 

Payments made by the Client shall not be considered final until the Seller has received the amounts  due. In addition, the Seller reserves the right, in the event of non-compliance with the above payment  conditions, to (i) suspend or cancel the delivery of orders in progress made by the Client, (ii) suspend  the performance of its obligations, and/or (iii) reduce or cancel any discounts granted to the Client.  The Client shall not be charged any additional costs beyond those incurred by the Seller for the use of  a payment method. In the event of a refusal to pay for an order, any costs applicable as a result of this  refusal will be borne exclusively by the Client. 

7. DELIVERY 

The Products ordered by the Buyer will be delivered worldwide, within the delivery time indicated on  the Website at the time of the order, to which may be added the processing and delivery time (the  “Time Limit“), to the address indicated by the Client at the time of their order on the Website. The  Client expressly acknowledges that the Time Limit is indicative and in no case does it constitute a firm  commitment by the Seller. 

The Client will be kept informed of the status of their order and its delivery by e-mail. The Client may  also ask the Seller about the status of their order and its delivery by contacting the Seller through the  contact form available on the Website. 

Delivery is constituted by the transfer of the Products to the Client, through physical possession or  control of the Products by the Client. Except in the case of special circumstances or the unavailability  of one or more Products, the Products ordered will be delivered all at once. In the event of  unavailability of an ordered Product, the Client will be informed as soon as possible. 

Deliveries are made by an independent carrier. However, the Seller undertakes to use its best efforts  to deliver the Products ordered by the Client within the Time Limit defined above. Nevertheless, the  Client acknowledges that it is the carrier’s responsibility to make the delivery. 

In the event of a specific request from the Client concerning the conditions of packaging or transport  of the Products ordered, duly accepted in writing by the Seller, the related costs will be subject to  specific additional invoicing, based on an estimate previously accepted in writing by the Client. 

The Client is required to check the condition of the Products delivered. The Client has a period of  forty-eight (48) hours from the date of delivery to formulate in writing (by e-mail to quality@corebiogenesis.com or post to the  Seller’s addresses as indicated herein or through the contact form via the Website) any reservations or  claims for non-conformity or apparent defects of the Products delivered (for example, a damaged  package that has already been opened, etc.), together with all the relevant supporting documents (in  particular, photographs). After this period and if these formalities are not respected, the Products will  be deemed to be in conformity and free of any apparent defect and no claim can be validly accepted by  the Seller. 

The Seller shall replace at its choice, as soon as possible and at its own expense, the delivered Products  whose defects of conformity or apparent defects have been duly proven by the Client. The Client  acknowledges that in such cases, the Products will not be refunded by the Seller.  

8. USE OF THE WEBSITE 

All users of the Website, whether they are Client or third parties (“User(s)“), undertake to use the  Website in compliance with these GTC, in good faith and in accordance with the legislation and  regulations in force. The User warranties that they are of legal age and able to understand these GTC. 

Any fraudulent, abusive, illicit, or dishonest use of the Website by the User is strictly forbidden. In  particular, the User may not (i) reproduce, distribute, publicly communicate, transform or modify the  Website or its contents without the Seller’s prior written consent, (ii) engage in any activity that is  unlawful, fraudulent, contrary to these GTC, to the regulations in force or to good faith, or that may  prevent or hinder the proper use of the Website, (iii) insert them into Internet pages, platforms,  forums, chats, blogs or any third party social networks, (iv) link or reproduce the Website or its  content on websites, platforms, forums, chats, blogs or any social networks in a way which may be  contrary to the law, offensive or infringing human dignity, fundamental rights, the Seller and in  particular its image or reputation, or in a way which may be considered as constituting an offence.  Third party websites, platforms, forums, chats, blogs, or social networks with a link to the Website  must clearly state that they are not authorized by or under the control of the Seller and that the link  does not imply or suggest any association between the Seller and any third-party website, platform,  forum, chat, blog or social network linking to the Website. Regardless, any link to the Website shall be  made directly to the home or open a page of the Website by clicking on the URL of the Website and  shall encompass the entire screen of the home or start page of the Website.  

9. INTELLECTUAL PROPERTY 

The Website and all the content contained therein (images, illustrations, trademarks, sounds, texts,  graphic elements, charter, etc. including software, data bases and newsletters) (hereinafter the  “Content“) are and remain the exclusive property of the Seller. Any partial or total reproduction,  modification or use of the Content on any medium whatsoever, without the express, written and prior  agreement of the Seller, is strictly prohibited. The Seller reserves all their rights to act against the  Buyer or any other person in case of violation of the intellectual property rights of which they are  holders. 

10. LIABILITY AND WARRANTIES 

Subject to the applicable mandatory legal provisions, the Seller shall in no event be liable for damages  of any kind that may result from (i) improper use of the Products by the Client or use that does not  comply with the provisions set out in Article 3.2, (ii) alteration or modification of the Products,  unbundling or splitting of Products, mixing, or adding the Products to other products and creation of  deviated products from the Products. Likewise, the Seller shall not be held liable in the event of non 

performance or poor performance of the sales contract due to the act of a third party or to a case of  force majeure.  

In addition, the Seller expressly disclaims any express, implied, or statutory warranties with respect to  any aspect of the Products, including, without limitation, any warranty of merchantability or fitness  for a particular purpose.  

The Seller does not warrant that the Website will operate without interruption, in a safe, accurate,  timely, virus-free, or error-free manner. The Website is used via the internet. The User acknowledges  and agrees that Seller does not operate or control the internet and that (i) viruses or other any other  unwanted data or software, or (ii) unauthorized users (e.g., hackers) may attempt to access and  damage the User’s computers, or networks. The Seller may not be held responsible for these activities. 

It is agreed that the Seller shall in no event be liable for any special, indirect, or consequential  damages including without limitation loss of opportunity to enter any contract or business, loss of  profit or goodwill, loss of data, loss of brand image incurred by the Client hereunder. Except in the  case of bodily injury, intentional or gross negligence, the total compensation due by the Seller to the  Client for all damages incurred in the performance of these GTC shall not exceed the total amount  paid by the Client in respect of an order placed through the Website.

11. PERSONAL DATA 

Each Party undertakes to comply with the applicable regulations on the protection of personal data,  and in particular the provisions of Law No. 78-17 of 6 January 1978 on information technology, files,  and freedoms, as amended by Regulation (EU) No. 2016/679 of the European Parliament and of the  Council of 27 April 2016 on the protection of individuals with regard to the processing of personal  data and on the free movement of such data (GDPR).  

In their relationship, each Party is solely responsible for any damage caused by any failure to comply  with its obligations under the regulations on the protection of personal data.  

The Client is informed and accepts that under the GTC, the Seller may store, process, and use the data  referred to herein for the purpose of processing the GTC in accordance with the applicable regulations  on personal data.  

This information is compulsory, strictly confidential and is only intended for the competent  departments of the Seller involved in the execution of the GTC as well as for duly authorised third  parties when this communication is strictly necessary for the declared purpose(s), namely the perfect  execution of the obligations mentioned in the GTC and the management of invoicing. 

The personal data collected will be kept for five (5) years from the end of the contractual relationship  between the Parties. In any event, the Seller shall not keep such data beyond the period necessary (i) regarding the purposes for which they are processed, (ii) for the management of its missions and of  the disputes that may result therefrom in accordance with the applicable rules of prescription or the  rules for the conservation of accounting documents. 

The Client has, in accordance with the national and European regulations in force, the right to request  access, rectification, deletion, limitation or opposition to the processing, portability of their data or to  lodge a complaint or post-mortem directives by contacting the Seller at the following address  RGPD@corebiogenesis.com. The Client may also lodge a complaint with the competent personal data  protection authority (Commission Nationale de l’Informatique et des Libertés).  

12. FORCE MAJEURE 

For the purposes of this Article, “Force Majeure Event” has the meaning given to it in Article 1218 of  the Civil Code. In addition, the following shall be considered as Force Majeure: natural disasters, war,  explosion, fire, flood, storm, earthquake, insurrection, terrorist acts, riots, civil unrest, rebellion,  strikes, lock-out or industrial disputes other than strikes, any confinement measure resulting from a  state of health emergency, involving the Party requesting the benefit of this Article. If a Force Majeure  Event occurs which makes it impossible for one Party (the “Affected Party“) to perform its  obligations to the other Party (the “Other Party“), the Affected Party shall not be liable to the Other  Party and shall be relieved of its obligations to the extent that its ability to perform its obligations has  been affected by a Force Majeure Event. If the consequences of the Force Majeure Event on the  Affected Party make it impossible for that Party to perform a substantial part of its obligations under  these GTC and any order taken in application of these GTC arising therefrom for a period of at least  sixty (60) consecutive days, either Party may, by written notice, terminate an order either in part or in  whole, with immediate effect and without liability to the Affected Party. 

13. NO WAIVER 

The failure or delay in exercising any of Seller’s rights or remedies hereunder shall not constitute a  waiver of such right or remedy, nor shall it prevent or restrict the further exercise thereof or of any  other right or remedy. No single or partial exercise of any such right or remedy shall preclude or limit  any subsequent exercise of such right or remedy. 

14. WHOLE AGREEMENT 

Unless expressly provided otherwise, these General Terms and Conditions constitute the entire  agreement between the Parties. 

15. APPLICABLE LAW – DISPUTE 

Any dispute or difference relating to the provisions of these GTC or in connection with it, its subject  matter or relating to its formation (including disputes and differences of extra-contractual origin)  shall be submitted to and interpreted in accordance with the provisions of French law, without regard  to the principles of choice of law. 

All disputes arising out of or in connection with the validity, interpretation, performance, non performance, or termination of these GTC shall be submitted to the CMAP (Centre for Mediation and  Arbitration of Paris, Paris Chamber of Commerce and Industry) Rules of Mediation and, in the event  that no settlement is thereby reached within sixty (60) calendar days, to the Paris Mediation and  Arbitration Centre (CMAP) Rules of Arbitration, to which the Parties undertake to adhere. The  number of arbitrators shall be three. The seat of Arbitration shall be Paris, France and the language  shall be French.  

16. CONTACT – NOTIFICATIONS – COMPLAINTS 

All correspondence to the Seller (including complaints) shall be sent by email or by registered letter  with acknowledgement of receipt, to the postal and email addresses set out in Article 1, or through the  contact form via the Website. 

All correspondence to the Client shall be sent by email or by registered letter with acknowledgement  of receipt, to the postal and email addresses informed by them at the time of the order.