GENERAL PURCHASE CONDITIONS OF BIOTALYS FOR THE DELIVERY OF GOODS AND SERVICES

Article 1 - General

1.1 These general purchase conditions (hereinafter “GPC”) shall, unless otherwise agreed in writing and subject to any mandatory provisions of the applicable law, apply to every purchase order and every agreement for the delivery of goods and services (hereinafter “Purchase Order”), concluded between the supplier (hereinafter “Supplier”) and BIOTALYS, mentioned in the Purchase Order, being BIOTALYS NV or one of its affiliated companies (hereinafter “BIOTALYS”). Notwithstanding the content of the general sales conditions of the Supplier, the Supplier declares that in view of the commercial negotiations with BIOTALYS, these GPC constitute the contractual framework between Supplier and BIOTALYS. The Supplier’s general, special or other terms and conditions are explicitly excluded, even if they are sent at a later date.
1.2 For delivery of services, BIOTALYS's specifications, instructions, and, if applicable, rules concerning hygiene, health, safety and environment and applicable legislation, notified to the Supplier by BIOTALYS upon request, are hereby incorporated into the Purchase Order.
1.3 The Supplier hereby declares that it acknowledges and accepts the GPC and accepts that the GPC are hereby incorporated into the Purchase Order. The start of the performance of the Purchase Order by the Supplier shall in any case be considered as an irrevocable acceptance of the Purchase Order, even if the Supplier has not sent an order confirmation.

Article 2 - Order

2.1 Orders can only be placed by e-mail (email: purchasing@biotalys.com).
2.2 The Supplier must transfer an order confirmation to BIOTALYS within 5 working days following the order. In the absence of a failure, BIOTALYS has the right to cancel the order without any damage or any other compensation.

Article 3 - Deliveries and obligations of the Supplier

3.1 All deliveries take place at the risk of the Supplier at the registered office of BIOTALYS or at the delivery address specified by BIOTALYS in the Purchase Order, and always during BIOTALYS's normal working days and opening hours.
3.2 The Supplier agrees to deliver in a timely manner goods and services compliant with the Purchase Order in terms of quantity and quality, but also with applicable laws and regulations.
3.3 The Supplier shall inform BIOTALYS in a timely manner of any event that may adversely affect the proper performance of the Purchase Order.
3.4 Time for delivery of goods and services shall be of the essence of the Purchase Order.
3.5 All deliveries must be accompanied by the documents required by law or by the Purchase Order (such as e.g. manuals, CE-documentation, certificates, the safety information sheet, performance sheets, transport documents, etc.).
3.6 The Supplier shall only perform modified, and/or supplementary deliveries if the Supplier has priorly communicated to BIOTALYS in writing the possible related cost and if BIOTALYS has sent a prior written and explicit instruction for these changes and/or supplementary deliveries.
3.7 No partial or early deliveries may be made without BIOTALYS's prior written consent.

Article 4 - Provisions concerning the delivery of goods

4.1 The deliveries of goods, including the possible packaging, identification, shipment and transport, shall take place in accordance with the Incoterms 2010 Delivery Duty Paid (DDP) at the delivery address specified by BIOTALYS in the Purchase Order, at the Supplier's risk, unless expressly otherwise agreed.
4.2 The goods must always be properly packaged and the necessary precautions must be taken with a view to their best possible protection. The Supplier guarantees that the packaging of the goods shall conform with all legal provisions, and is safe for the use and handling thereof by BIOTALYS's personnel.
4.3 Any damage incurred up to and including to the moment of delivery of the goods at the place of delivery as specified in article 4.1, shall be at the expense of the Supplier.
4.4 All pallets (if applicable) need to be in a good physical and bacteriological condition and free of any contamination.
4.5 The delivery shall take place with (i) a delivery note stating as a minimum the purchase order number and date, the product reference, the quantity, the number of packages and the identities of the sender and carrier, (ii) any document related to the pre-delivery inspections and controls carried out by the Supplier, if any, (iii) any document required by the applicable laws and regulations for the transport, export and customs clearance of the goods, and (iv) any document needed for the correct and complete set-up and use of the goods by BIOTALYS.

Article 5 - Acceptance of the delivery

5.1 Taking delivery of the goods or services by BIOTALYS at the place of delivery implies only the receipt, but by no means the acceptance thereof.
5.2 Shortly after the delivery, BIOTALYS shall check their compliance with the Purchase Order. In case of non-compliance, BIOTALYS may accept all or part of the goods or services with reserve(s) and/or reject all or part of the goods or services. Consequently, the Supplier shall, immediately and at its own cost, replace all or part of the goods or services that are not compliant, or shall complete the delivery to make it compliant with the Purchase Order.
5.3 In respect of the goods and services, “acceptance” means approval by competent personnel of BIOTALYS following inspection, which takes place at the latest upon the moment that the goods or services are put into use or are being used in the production.

Article 6 - Transfer of risk and ownership

For the delivery of goods, the transfer of ownership takes place at the moment of delivery, as specified in article 4.1 and the transfer of risk takes place in accordance with the applicable Incoterm (Incoterms® 2010), unless agreed otherwise in writing.

Article 7 - Warranties and defects

7.1 The Supplier warrants that the goods and services shall be: (i) in compliance with the provisions of the Purchase Order, with best industry practices and in compliance with all applicable standards and legislation at the place of delivery, (ii) free from defects, including infringements of industrial or intellectual property rights, third party rights and free from errors in design, material, production or finishing, (iii) suitable for the purpose for which they are intended and (iv) complete, of good quality and new (“Warranties”).
7.2 If the goods or services or part of them are, during the Warranty Period (as set out hereafter) not in conformity with the Warranties, the Supplier shall upon request and at BIOTALYS’s option, as soon as possible and at the latest within 10 calendar days as of the date of BIOTALYS’s request: (i) repair, correct or replace or (ii) perform or deliver again the goods or services, at its own expense and risk.
7.3 Unless otherwise agreed in the Purchase Order, and notwithstanding the liability for hidden defects, the Supplier shall offer (i) for goods, a Warranty Period of 24 months, starting as of the date of delivery; (ii) for services, a Warranty Period of 12 months as of the date of delivery For modified, repaired or replaced goods or services, the Supplier shall offer an identical new Warranty Period, unless otherwise agreed in the Purchase Order.
7.4 The Supplier is liable for visible and hidden defects and BIOTALYS is entitled to formulate complaints (i) due to visible defects up to the date of acceptance of the delivery, as set out in article 5 and (ii) due to hidden defects up to four (4) weeks after the discovery of the hidden defect.
7.5 The Supplier guarantees that the services shall be carried out by experienced and skilled personnel who will be bound by the confidentiality obligations as set forth in article 12. The Supplier will replace inexperienced or unskilled personnel upon BIOTALYS's request.

Article 8 - Variations

Within the limitations of what the parties could reasonably expect when the Purchase Order was entered into, BIOTALYS has the right to request such variations to the goods or services as in BIOTALYS’s opinion, in order to maintain the general purpose of the Purchase Order from a technical as well as commercial point of view are desirable. Such variations may include changes in the quantity, character, quality, kind or execution of the goods or services or any part thereof, as well as changes to the Purchase Order schedule by means of a variation order. Any variation shall be subject to all of the provisions of this Purchase Order.

Article 9 - Prices

The Supplier is bound by the prices set forth in its price list, quotation, tenders and/or the Purchase Order and the prices may only be modified subject to BIOTALYS's written and explicit consent. Unless otherwise agreed, prices are in EUR, excl. VAT and include all costs relating to the performance of the Purchase Order by the Supplier.

Article 10 - Invoicing and payment

10.1 The invoices sent by the Supplier shall be in accordance with the “Biotalys Requirements for Supplier Invoicing”, available on request. The invoices must be sent by the Supplier in one (1) copy to the attention of the Accounting Department of BIOTALYS by email (email: accounting@biotalys.com), unless expressly agreed otherwise. The invoice must contain all information BIOTALYS has requested to be included and any other information required by applicable law.
10.2 Failure to include the required invoicing information (including, but not limited to, invoice date, invoice number, purchase order (PO) form number, PO date, product code, quantity, prices, discount, , VAT code, etc.) shall entitle BIOTALYS to suspend payment of the invoice and to send it back to the Supplier for rectification.
10.3 Unless expressly agreed otherwise, only due and undisputed invoices are paid within a period of 30 calendar days from the invoice date.
10.4 Subject to any mandatory provisions of the applicable law, late payment can only give rise to contractual interest and/or contractual damages, provided the Supplier has sent a formal letter of notice by registered letter with receipt to BIOTALYS. In such case the Supplier will be entitled to claim the legal interest as of the date of receipt of the letter of notice by BIOTALYS until the date of payment, unless otherwise provided for in the applicable law.
10.5 The complete or partial payment by BIOTALYS shall under no circumstances be regarded as an acceptance and/or provisional acceptance of the goods or services.

Article 11 - Liability

11.1 The Supplier is liable for and shall hold BIOTALYS harmless from any claims based on the non- conformity of the delivered goods and services with the applicable specifications, norms, standards and legal and contractual provisions.
11.2 In case of complaint(s), BIOTALYS is entitled to suspend the payment of the outstanding invoices, which relate to the defective goods or services.

Article 12 - Confidentiality

12.1 “Confidential Information” means all and any kind of information disclosed by BIOTALYS to the Supplier. Confidential Information may be in written oral, electronic, visual, graphic, photographic, or any other form and shall further include any full or partial copies or reproductions of, and any notes reflecting, any such information.
12.2 The Supplier shall ensure appropriate and secure safekeeping of, and treat and keep any Confidential Information in strict confidence, and shall not disclose any Confidential Information to any third party in any manner whatsoever, without the prior, explicit and written consent of BIOTALYS, which consent may be withheld by the latter at its sole discretion.

Article 13 - Intellectual property

13.1 “Intellectual Property Rights” means any patent, trademark, trade name, service mark, service name, copyright, database right, design right including unregistered and registered designs, trade secret, plant variety protection rights or plant breeders’ right, any application for any of the foregoing, any continuation, extension or reissue, and any division thereof, and any similar right to any of the foregoing recognized from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the foregoing.
13.2 BIOTALYS and the Supplier are and remain the owners of the Intellectual Property Rights they owned at the time of concluding the Purchase Order. All intellectual property rights, irrespective of their form, that are developed for BIOTALYS under the Purchase Order or that derive therefrom, shall become the exclusive property of BIOTALYS, as of the moment they are being developed.

Article 14 - Insurance

The goods must be covered by the Supplier for all risks as from the shipment until the agreed place of delivery. The Supplier must maintain in force a liability insurance with a first rate insurer which covers at least its contractual liability and its third party liability during performance and following delivery. At BIOTALYS's request, the Supplier must be able to provide the insurance certificates.

Article 15 - Force majeure

15.1 “Force Majeure” means any unforeseeable matter or occurrence outside the control of a party (including without limitation: fire, floods, earthquakes, natural disasters, embargoes, war, acts or war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labour disturbances, acts of God or acts, laws, regulations or other governmental restrictions, or acts, omissions and/or delays in acting by any governmental authority), which renders the performance by such party of its obligations under the Purchase Order definitely or temporarily impossible.
15.2 Neither party shall be responsible or liable for any delay, default or failure to its perform its obligations under this Purchase Order by reason of Force Majeure, provided that such party, as soon as practicable, gives written notice to the other party specifying the matters giving rise to such delay, default or failure, together with such evidence as it can reasonably give and specifying the period for which it is estimated such default, delay or failure will continue, takes reasonable measures to mitigate the impact of such delay, default or failure, and promptly resumes performance of its obligations as soon as it is reasonably able to do so.

Article 16 - Applicable law and competent court

16.1 All disputes between the Supplier and BIOTALYS, for which no amicable solution can be found, shall be submitted to the exclusive jurisdiction of the competent courts of the location of the registered office of BIOTALYS.
16.2 These GPC are governed solely by the applicable law of the location of the registered office of BIOTALYS, with the exclusion of the 1980 Vienna Sales Convention (CISG).