1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

The Jacques Boy Institute of Biotechnology manufactures and markets In Vitro Diagnostic Medical Devices (IVDMs) to Medical Biology Laboratories. The purpose of these general terms and conditions of sale (hereinafter referred to as the "T&Cs") is to define the conditions under which the sale of products, equipment and accessories ("Our Products") manufactured and/or marketed by our Company ("Institut de Biotechnologies Jacques Boy" or "IBJB") to professional customers entitled to acquire the Products ("Customers") are concluded. Any order placed with IBJB automatically implies the Client's full and unreserved acceptance of the T&Cs, unless the Client expressly denounces it by Registered Letter with acknowledgement of receipt, before any sale of our Products. All other documents provided or made available by IBJB, in particular catalogues, documentation, notices, websites are for information and information purposes only. No special conditions may, unless formally accepted in writing by IBJB, prevail over the T&Cs. In the absence of express acceptance, any document or conditions of purchase of the Client remains unenforceable against IBJB even if the latter has become aware of them.

2. PRODUCE

Offers are subject to availability, as specified when the order is placed. In the event of unavailability of the Product that has been the subject of an order confirmation, IBJB will inform the Client and may possibly offer him a Product of equivalent quality and price or, failing that, a credit note for the amount of the order if applicable. Orders may be subject to a unit packet of the Product or a minimum order. The description of the Products and/or illustrations, photographs are presented in the catalogues and on the IBJB website. The Client is required to refer to the description of each Product in order to know its essential properties before placing an order. The information contained in the catalogues, prospectuses and website is provided for information purposes only by IBJB, which reserves the right to make any changes at any time and without notice. IBJB reserves the right, at any time, to modify or delete, in particular for technical reasons, Products appearing in its catalogues or commercial documents. Due to the materials that make up the Products and their manufacturing processes, the various measurements indicated on IBJB's commercial documents are given for information purposes only and may not give rise to any claim on the part of the Client as long as any deviation observed is in accordance with the practices in force in the profession.

3. QUOTES AND PRICE OFFERS

The Client can obtain a quote and price offers by making the request by phone, e-mail or by sending his request directly on the website. Quotes and price offers binding on IBJB are sent by e-mail. Their validity period is specified on the document sent. In the absence of specific mention, quotes or price offers are valid for a maximum period of 3 months from the date of their issue.

4. CLIENT'S DECLARATION AND COMMITMENTS

Given the nature of the Products sold by IBJB, the Client declares that it is authorised to use and/or market them.

In particular, it is recalled that, in accordance with French law:

• Non-Invasive Prenatal Diagnosis (D.P.N.I.) marketed by IBJB is regulated by the decrees of 14 December 2018 issued pursuant to Article R. 2131-2-3 of the Public Health Code published in the JORF n°0294 of 20 December 2018

• The D.P.N.I. allows medical biology examinations to be carried out with the aim of assessing the risk that the embryo or foetus presents a condition likely to modify the course or follow-up of the pregnancy, mentioned in II of Article L. 2131-1 of the Public Health Code.

• Law No. 2004-800 of 6 August 2004 on bioethics, amended by the law of 7 July 2011, gives the Biomedicine Agency the power to issue authorisations to practitioners for genetic activities.

Biologists performing this D.P.N.I. test must therefore be approved in prenatal diagnosis by the Biomedicine Agency.

In addition, the Client expressly undertakes to comply with the instructions for use of the Products, and in particular the conditions of conservation and storage, and to use them with all the required know-how and by competent, authorised and trained personnel. Finally, the Client declares that it has all the skills and assurances required to be able to acquire and use the Products. IBJB reserves the right to interrupt deliveries and cancel orders from Customers who do not comply with all the legislative and regulatory provisions inherent in public health law with regard to the Products sold or their use, and to bring any action against them for compensation for their damage. IBJB also reserves the right to request any supporting documents relating to the Client's commitments and declarations. In the event of a recall procedure, the Client undertakes to actively collaborate with IBJB and to respond to all requests from IBJB.

5. ORDERING PRODUCTS, MATERIALS AND ACCESSORIES

Given the nature of the Products sold, any order is deemed to have been accepted only after verification by IBJB of the state of available stocks and after verification of the information given by the Client concerning its professional activity. All orders must be the subject of an order form signed by the Client, communicated to IBJB by fax, e-mail or post. The order form must mention the reference, the quantity, the place of delivery if it is different from the place of invoicing, the VAT identification number, the desired delivery times. It is the Client's responsibility to provide IBJB with all necessary information so that IBJB can advise it to the extent of its competence regarding the conditions of use of the Products and Materials. Any order placed by a Client will only become final if IBJB does not contest it within a maximum period of 14 days following its receipt. If the order is not disputed within this period, it will be considered accepted and the sale will be deemed to have been definitively formed. IBJB reserves the right to cancel or refuse any order from a Client with whom there is a dispute, in particular a dispute over a previous order, after notifying the Client in writing, without this giving rise to any right to any damages of any kind. Orders submitted are irrevocable for the Client, unless accepted in writing by IBJB. Any changes (composition, volume, schedule) must be made in writing (e-mail, fax or post) at the latest 2 weeks before the relevant delivery date. Any order, modification or cancellation will be confirmed by e-mail by IBJB.

6. SUBSCRIPTIONS

Subscription is recommended for some Products due to retention or manufacturing planning constraints. The Products concerned are subject to regular shipment, on dates agreed between the parties). The subscription is taken out at any time of the year, for a period of one year from the first delivery. The subscription is tacitly renewed for the same period, unless the Client notifies the Client by e-mail or post at least one month before its anniversary date (date of entry into force). For any subscription, only one order form (subscription form) will be written. By subscription, we mean any order relating to our Products subject to scheduled deliveries according to the schedule proposed and accepted by both Parties.

7. PRICE

The prices appearing on IBJB's commercial documents are given for information purposes only and without guarantee of duration. IBJB reserves the right to modify the price of its Products at any time, it being specified that in the event of a variation in the price, the applicable price will be the one in force on the day of receipt of the order. The prices indicated by IBJB are, unless otherwise specified, in euros, excluding VAT and will normally be subject to VAT and deductible by the Client at the rate in force at the time of invoicing. Unless otherwise stipulated, the prices of the Products are exclusive of all taxes, packaging costs and delivered from IBJB's warehouses. All taxes and duties are the responsibility of the Client. Delivery and logistics costs are mentioned in the quotes/price offers. Any changes, either in rates or in nature, of tax taxes, duties and contributions, to which sales are subject shall, from their legal date of application, be reflected in the prices indicated, as well as in current orders. Finally, in the event of an increase in supply costs (energy, packaging, raw materials, transport), IBJB reserves the express right to modify its prices, in particular with regard to current orders, of which the Client declares to be fully informed and expressly accepts. IBJB undertakes to inform the Client as soon as possible.

8. INVOICING – PAYMENT TERMS

Delivery of the Products triggers invoicing. Unless otherwise specified, the price is payable 30 days at the end of the month, by cheque or bank transfer to the following address:

- CIC (France) : IBAN FR7630087337800001960830138 - BIC : CMCIFRPP

- SG (DROM-COM, export) : IBAN FR7630003036240002000163674 - BIC : SOGEFRPP

Concerning certain orders of Products, IBJB may ask for deposits corresponding to 30% of the price excluding VAT when taking the order. In the event of a deterioration in the Client's credit or in the event that its financial situation presents a risk for the recovery of its debts, or if the order comes from a Client who has not fulfilled all its obligations resulting from previous orders, or in the event of an excess of the outstanding amounts covered by the insurers, IBJB reserves the right to require payment prior to delivery or to require any payment guarantees it deems necessary. If IBJB fails to obtain such guarantees, for any reason whatsoever, IBJB reserves the right not to honour orders and/or to terminate orders in progress. The Client shall refrain from making any set-off in order to proceed with the payment of the sums due, payment by set-off being assimilated to a default of payment. Unless otherwise agreed with the Customer, no discount is granted in case of advance payment. Any delay in payment will automatically give rise to the invoicing of a lump sum compensation for recovery costs in the amount of 40 euros. In the event of total or partial late payment, a late payment penalty will also be applied, by operation of law, payable on the day following the payment date appearing on the invoice at the ECB rate in force plus 10 points. This penalty will be based on the total price not paid at the due date and will run until the date of full payment of the price in principal, costs and accessories. Any deadline not respected automatically results in the payment by the Client of a penalty equal to 15% of the amount of the outstanding sums. In the event of non-payment of invoices and/or the current subscription, IBJB reserves the right to suspend all deliveries. In the event that payment is provided for by a documentary credit or is secured by a standby letter of credit or any other type of security, the order will only be executed upon receipt of notification of the opening of an operational documentary credit without special conditions or the issuance of a standby letter of credit, a bond or a guarantee as the case may be.

9. SHIPPING AND COLLECTION OF PRODUCTS

Unless otherwise specified, the Products travel at the risk of the recipient and its carrier in accordance with the EX-WORKS REIMS (CCI 2020) Incoterm regime. The Client undertakes to verify the conformity of the Products delivered with respect to the order (in number and quality) when the Products are delivered. In the event of damage, delays, or missings, it will be the responsibility of the Customer/recipient to record the regular protests and reservations with the carrier, on the acceptance document which he must sign, have countersigned by the carrier or his driver's agent, date and confirm by registered letter within 3 days. It is the Client's responsibility to exercise its recourse against the carrier within the time limits and forms provided for by Article L. 133-3 of the Commercial Code or the carrier's conditions. IBJB must be informed of such transport damage and the Client must send a copy of the appeal addressed to the carrier to IBJB within the same period. In any event, the Client is expressly prohibited from delaying the payment of sums due to IBJB or from deducting from these sums any costs, penalties or compensation for late payment, due to delays in delivery or pending claims.

10. DELIVERY TIMES AND CONDITIONS

From Monday to Thursday, for products in stock and destined for France, any order placed before 2 p.m. is entrusted to the carrier on the same day. For orders to countries outside France, the delivery time will be specified by IBJB on a case-by-case basis. It is recalled that IBJB makes every effort to meet the announced delivery deadlines. However, IBJB remains dependent on many external factors that may delay or prevent delivery. Consequently, any delay in delivery may in no way constitute a reason for cancellation of an order or refusal of delivery and may only give rise to the payment by IBJB of compensation calculated on the basis of the actual, direct and justified damages suffered by the Client as a result of the delay in delivery, which can only be due after 15 days of delay and is capped at 2% of the amount of the order or part of the order delivered late, excluding any other damages, late penalties, compensation or costs. Any dispute must be sent to IBJB within 3 working days of receipt. If there is a possibility, at the Customer's request, to reduce the lead times or implement more accurate temperature or temperature monitoring conditions, a billing surcharge will be applied.

11. RISK TRANSFER

As soon as the Products leave our stores, the Customer will assume all the risks that the Products may suffer, or are likely to cause. Consequently, the Client undertakes to take out insurance covering all these risks.

12. GUARANTEE

All Products delivered benefit from legal guarantees (articles 1641 of the Civil Code et seq.), allowing the Customer to return them in the event of a proven defect or non-conformity with the order. Any claim relating to an inconspicuous defect in the Product must be forwarded to IBJB within 48 hours of its discovery. In any event, in the event of a complaint by the Client, the Client must send a written complaint to IBJB, providing all the supporting documents as to the reality of the defects or defects (photographs, precise description, batch number, etc.) so that IBJB can verify the validity of the defects. The Client must also allow IBJB or its agent to proceed with the identification of alleged defects or defects. In any case, IBJB's warranty is limited to the free replacement of the Products or, failing that, to the refund of the Products. Any claim made by the Client under the conditions and in the manner described in this article does not suspend the obligation of payment by the Client of the sums due to IBJB.

It is expressly recalled that:

• No warranty is due for a specific use of the Products if this has not been defined by the Parties,

• Any warranty is excluded in the event of wear and tear or abnormal use of the Products and in particular in the event of use not in accordance with their intended purpose, deterioration resulting from accidents, external events, fortuitous events or force majeure, negligence, improper storage, lack of supervision,

• No guarantee is due as to the conformity of the Products in the countries in which they are used

Similarly, IBJB cannot be held liable, for any reason and for any damage whatsoever, which would result from any treatment, use, intervention on the Products that do not comply with the instructions and documentation accompanying the Products.

13. LIABILITY

In the event that IBJB is held liable for no physical damage, IBJB's liability is limited to the amount of the order and direct damages. Indirect damage such as operating losses, loss of image, etc. and caused to the third party are not the responsibility of IBJB.

14. RETENTION OF TITLE

IBJB reserves ownership of the Products delivered, until full payment of the principal price, costs and accessories. The Client, who has custody of the products that have not been fully paid for, undertakes to keep them in perfect condition, to inform IBJB of the place where they are delivered and to keep them at its disposal. The Client undertakes to allow the identification and claim of the Products at any time, it being specified that the Products in stock with the Client are irrefutably deemed to be the unpaid Products. The Client shall refrain from pledging or assigning by way of guarantee the ownership of the Products not paid for in full. The Client must insure the Products against all risks, with an insurance company known to be solvent, warning the latter that in the event of a claim, IBJB will be subrogated to its claim in all the rights that the insured may have vis-à-vis the insurer. To this end, the Client hereby hereby transfers all any indemnities to IBJB and gives it full powers to signify this subrogation if necessary and to receive the amount of the indemnity. This retention of title clause is applicable in the event of receivership or judicial liquidation and in these cases, the claim of the Products may be exercised within the time limits set by the Law. IBJB authorises the Client, in the context of the operation of its business, to resell the Products covered by this clause. In this case, the Client is strictly prohibited from assigning its claim against the sub-purchaser to anyone, except IBJB, until full payment of the price. In the event of resale, the Client undertakes to pay the sums due to IBJB as soon as payment is made by its own Client. This resale authorization will lapse in the event of the Customer's cessation of payment.

15. INTELLECTUAL PROPERTY

All catalogues and websites and each of the elements that make them up are the exclusive property of IBJB. The Client shall refrain from using the trademarks, trade names, logos, graphic representations and descriptions relating to the Products for the purposes of promotion or advertising of the Products without the express prior authorisation of IBJB.

16. USE OF PERSONAL DATA

For the purposes of this article, the terms "personal data", "process", "processing", "controller", "recipient", "processor", "transfer" and "transfer" have the same meaning as given to them in European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR"). In the context of orders placed in accordance with these T&Cs, the Parties undertake to comply with French and European regulations relating to the protection of personal data, in particular the Data Protection Act of 6 January 1978 and the GDPR (hereinafter "the Personal Data Regulation"), as well as in compliance with the Public Health Code, and the standards and regulations that are binding on IVDM providers (ISO 13485: v2016). Each of the Parties may be required to collect certain personal data relating to the employees of the other Party, in particular for the purposes of implementing and managing the contractual relationship between the Parties. This personal data will only be processed or used to the extent necessary for the purposes of implementing and managing the contractual relationship between the Parties, and/or to meet a legal and/or regulatory obligation of the Parties, and will be kept for the time necessary to implement these purposes.

This data can therefore be used to:

• To monitor and manage the commercial relationship between the Client and IBJB, for example allowing IBJB to easily contact the Client to advise him, inform him about any order, or to ensure the follow-up of the Products, to have the contact details of the person responsible for receiving deliveries, in particular for the purposes of tracking the package,

• Respond to the Client's requests and requests,

• To inform the Client about news and important information about IBJB's Products and services,

• Carry out statistical processing, based on anonymised information.

In accordance with the applicable legal and regulatory provisions, each employee concerned has the right to access, rectify, transfer and delete their data or to limit processing. They may also, for legitimate reasons, object to the processing of data concerning them. Each employee concerned may exercise his or her rights with the representative of the other Party. Each employee concerned also has the right to lodge a complaint with the CNIL. Each of the Parties expressly undertakes to transmit all of this information to each of the employees involved in the implementation of the Contract and/or guarantees to the other Party that it has fulfilled, with each of the employees concerned, the information obligations arising from the implementation of Articles 13 and 14 of the GDPR.

17. CONFIDENTIALITE

The Client undertakes throughout the duration of the commercial relationship and without limitation after its expiry:

• To keep information concerning the Products, intellectual property rights, know-how and commercial and pricing data, as well as commercial management, know-how, production techniques and any information communicated or to which it may have had access in the context of the commercial relations (hereinafter "Confidential Information") and to protect such Confidential Information from any disclosure to a third party by using the same precautions as it implements to protect its own confidential information,

• To communicate or disclose Confidential Information only to members of its staff and/or the staff of its Subsidiaries who have a need to know it, provided that the latter undertake to comply with these confidentiality obligations,

• Not to disclose or allow to be disclosed, directly or indirectly, the Confidential Information to any third party or to any person other than those mentioned above,

• Not to copy, reproduce or duplicate the Confidential Information, in whole or in part, for its own purposes, when such copies, reproductions or duplications have not been authorised by the Supplier,

• To use the Confidential Information only for the purpose of performing its contractual obligations.

The Client undertakes to ensure that each of its employees and/or non-salaried collaborators and/or subcontractors and, more generally, members of its Personnel involved in the implementation of commercial relations, are subject to an obligation of confidentiality ensuring a level of protection at least as high as that of this confidentiality commitment. In any event, the Client is committed to IBJB in ensuring that its employees and/or non-salaried collaborators and/or subcontractors and more generally members of its Staff respect these commitments.

18. FORCE MAJEURE

IBJB may be released from all or part of its obligations without being able to claim damages if fortuitous events or force majeure occur preventing or delaying either the production or delivery of the Products. The following are considered to be cases of force majeure: abnormal weather conditions, fires, embargoes, floods, storms, serious accidents involving equipment or tools, mobilization, war, epidemics, pandemics, major health crises, active circulation of a virus, the implementation of measures recommended by administrative bodies in the context of a health crisis, administrative closures, interruptions/delays in transport, shortage of raw materials, changes in customs laws or regulations inherent to the Products, strikes, whether these events have total or partial consequences on the activity of IBJB or its suppliers and/or subcontractors and, more generally, any cause beyond IBJB's control. In the event of the occurrence of a case of force majeure, IBJB undertakes to notify the Client as soon as possible and in writing. The contract between IBJB and the Client will then be suspended by operation of law without compensation of any kind from the date of occurrence of the event to the date of its end.

19. MISCELLANEOUS PROVISIONS

If any of the provisions of the GTC is declared null and void or ineffective in any way and for any reason, this shall not affect the validity of the other provisions of these GTC and the parties shall consult each other in order to replace the invalid or ineffective provision with another provision having the closest possible economic effect. The fact that IBJB does not avail itself, in whole or in part, of any right, power or privilege conferred on it under the terms of the T&Cs shall not be considered as a waiver of such right, power or privilege, which may be exercised at any time. The provisions of Articles 1221 and 1222 of the Civil Code do not apply. In the event of a change in circumstances that were unforeseeable at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume an excessively onerous risk of performance may request a renegotiation of the contract from its co-contractor.

20. DISPUTE RESOLUTION

By express agreement between the parties, the T&Cs or any orders placed with IBJB are governed by and subject to French law to the exclusion of the Vienna Convention on the International Sale of Goods. In the event of a dispute concerning these T&Cs or any orders placed, the Parties will endeavour, in good faith, to resolve this dispute amicably within fifteen (15) days after notification of the existence of a dispute by one of the Parties to the other. By express agreement, exclusive jurisdiction is assigned to the Courts of Reims (51- France), regardless of the place of delivery, the method of payment accepted, whether it is an action on the merits or in summary proceedings and even in the event of a third party claim or multiple defendants. By way of exception, disputes that may arise concerning the validity, interpretation, performance or non-performance, interruption or termination of commercial relations with a client whose registered office is based outside the European Union, will be subject to the mediation rules and, in the event of failure of the latter, to the arbitration rules of the CMAP (Centre de Médiation et d'Arbitrage de Paris – attached to the Paris Chamber of Commerce and Industry). Île de France) to which the parties declare that they adhere. The general terms and conditions of sale are executed in French and English, with the same binding force. In the event of any discrepancy between the versions, the French version shall prevail.

21. TO CONTACT SALES

The sales department can be reached from Monday to Thursday from 8:30 a.m. to 12:00 p.m. and from 1:00 p.m. to 5:00 p.m. (4:00 p.m. on Fridays).

• Phone: +33 (0)3 26 79 72 72 - Fax: +33 (0)3 26 79 72 73

• E-mail : This email address is being protected from spambots. You need JavaScript enabled to view it. / This email address is being protected from spambots. You need JavaScript enabled to view it.

• Site web : www.ibjb.fr

• Address: 4, allée Albert Caquot – 51100 REIMS - France