IntegraGen SA - GENERAL TERMS AND CONDITIONS OF SERVICE

(January 2019 version)

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1. Preamble

These general terms and conditions of service (hereinafter the "General Terms and Conditions"), supplemented where applicable by special terms and conditions as explained below, constitute the content of the service contracts offered by: IntegraGen SA, a French limited company with share capital of €6,551,669, headquartered at Genopole Campus 1 - Genavenir 8, 5 rue Henri Desbruères, 91000 EVRY, registered in the Evry Trade and Companies Register under number B 432 176 543, tel: +33 160 910 900, VAT number: FR 93 432 176 543 00010 (www.integragen.com) as a service provider (hereinafter "IntegraGen").

Their purpose is to inform the Customer of the terms and conditions for the provision of services by IntegraGen (hereinafter referred to as the "Services").

2. Definitions

The following words and expressions are to be understood according to the following definitions:

The "Customer" is defined as an individual or legal entity having ordered the Services, necessarily acting as a professional within the meaning of the preliminary article of the French Consumer Code, and having the means necessary to use the services offered.

Data" generally refers to all data, including personal data, provided by the Customer or collected by IntegraGen during the performance of the Services.

The "Services" provided, and which will be ordered separately or not, according to what will result from the particular conditions, are the following:

High-throughput DNA or RNA sequencing, DNA methylation profile analysis, gene expression profile analysis, SNP genotyping, CNV/LOH analysis, total genomic amplification of a sample collection, DNA and RNA extraction, bioinformatics or biostatistical analysis of data generated by one or more of the above methods.

3. Scope and application of the General Terms and Conditions

The General Conditions govern all Services provided by IntegraGen.

Each request for Services from a Customer will be the subject of a quotation drawn up by IntegraGen, setting out the special conditions of services and specifying in this respect the precise nature of the services to be delivered, the quantities, the technical methods of execution agreed between IntegraGen and the Customer, the rate applied or the price specially agreed, the duration of execution, and all other useful information relating to the execution of the requested service. In the event of any contradiction between the General Terms and Conditions and the special terms and conditions agreed between the parties, particularly those appearing in the quotation, the latter shall prevail within the strict limits that apply to them.

Any special conditions, ancillary agreements or modifications to the initial contractual conditions must be drawn up in writing between IntegraGen and the Customer, failing which the agreement between the parties shall consist exclusively of the General Conditions, supplemented solely by the terms and conditions for the performance of the Services and their price as set out in the quotation drawn up by IntegraGen.

The General Terms and Conditions shall prevail over any other terms of service, conditions of sale or conditions of purchase, other pre-established contractual documents or standard clauses issued by the Customer, unless such stipulations have been expressly accepted by IntegraGen in writing. In the event that the Customer's general terms and conditions contain a similar stipulation, the general terms and conditions accompanying the offer shall prevail; the definition of offer and acceptance being that given in Articles 1113 to 1122 of the French Civil Code.

IntegraGen's failure to exercise any of the rights specified in these General Terms and Conditions shall not constitute a waiver of such rights.

4. Control 

Any order placed with IntegraGen implies the Customer's unreserved acceptance of the General Terms and Conditions, once they have been brought to the Customer's attention prior to the order. Any dispatch by IntegraGen of a copy of the General Terms and Conditions, whether by post, fax or e-mail, to a representative of the Customer, shall constitute a presumption that the Customer has had actual knowledge thereof. By customer representativeThe term "IntegraGen" refers to any corporate officer, director, servant or agent who has entered into a relationship with IntegraGen in connection with the negotiation of the services in question.

To place an order, the Customer must provide, on the order form sent to him by IntegraGen, all the information concerning him: surname, first name, address and, in the case of a legal entity, its: corporate name, registered office, registration number, etc., and, if applicable: intra-Community VAT number, SIRET number, Customer number (assigned at the time of the first order), designation and capacity of the person authorized to place orders, and, if applicable: the intra-Community VAT number, the SIRET number, the Customer number (assigned at the time of the first order), the designation and capacity of the person authorized to place the order and pay the invoice, the delivery address and telephone number, the reference and precise description of the Services requested. In the event that the person responsible for making the payment is different from the Customer, all relevant details of this person must appear on the order form, together with all supporting evidence as to the capacity by virtue of which the person responsible for payment is required to make the payment.

The order form may be sent to IntegraGen by post to the following address: 5, rue Henri Desbruères, Genopole Campus 1 - Genavenir 8, 91000 EVRY or by fax to +33 160 777 910.

The contract will be perfected upon receipt by IntegraGen of a purchase order conforming to the quotation issued by IntegraGen, provided that the purchase order has been sent within the validity period of the quotation, without an order confirmation being necessary for the contract to be perfected.

5. Rates

Prices will be communicated upon receipt of a request for a quotation from the Customer, specifying the nature and characteristics of the Services ordered.

Unless otherwise specified, prices are quoted in euros, exclusive of tax. The price applicable to the order is that shown on the quotation on the basis of which the order form is returned by the Customer.

Unless the Customer makes a specific request justifying the right to benefit from special VAT rules, in particular due to geographical data, the applicable French VAT will be payable, i.e. 20% calculated on the total price excluding VAT of the order and after application of any reductions.

Any additional services or services not provided for in the special conditions will give rise to additional remuneration, once IntegraGen has agreed to the performance of these additional services.

In the event of a change in economic conditions beyond IntegraGen's control which significantly alters the balance of the contract, the parties undertake to negotiate the price clause in good faith in order to re-establish the balance initially envisaged.

Delivery charges are payable by the Customer.

For shipments outside France, an express delivery charge will be prepaid by IntegraGen and added to the invoice. For shipments within metropolitan France, shipping costs are invoiced at the public rate for the mode of transport chosen by IntegraGen.

Any taxes, duties or other services to be paid in application of French or European Community regulations, or the regulations of an importing country or a transit country, shall be borne by the Customer. Consequently, the agreed price shall be increased, where applicable, by the amount of any current or future taxes, duties or levies which IntegraGen may be required to collect or pay in connection with the provision of the Services.

6. Payment

 Payment of the price of the Services shall be made in euros by the Customer within thirty (30) days of the invoice date, by any agreed means, with any bank charges or exchange risks to be borne by the Customer. In any event, the results and materials resulting from the Services shall remain the property of IntegraGen until full payment of the sums due in application of the provisions of articles 2367 et seq. of the French Civil Code.

Unless otherwise stipulated in the special conditions, payment shall be made in two (2) instalments: half of the agreed price shall be paid at the time of the order on the basis of the invoice then issued by IntegraGen; the balance shall be due on delivery of the equipment ordered or submission of the test results, on the basis of the invoice accompanying such shipment.

No discount will be applied for payment before the due date, unless otherwise indicated on the invoice.

For the purposes of these terms and conditions, payment does not constitute the mere delivery of a bill of exchange or cheque implying an obligation to pay, but rather the fact that this instrument has been duly honoured on its due date.

In the event of late payment, IntegraGen reserves the right to suspend the execution of the current order, as well as all other orders placed by the Customer.

In addition, any delay in payment is automatically subject, without the need for formal notice, to a fixed recovery indemnity of 40 euros and late payment penalties equivalent to three (3) times the legal interest rate, in accordance with the provisions of article L441-6 of the French Commercial Code. In the event of non-payment and fifteen (15) days after formal notice has been served without response, the contract may be terminated ipso jure by IntegraGen, without prejudice to any damages which IntegraGen may claim. In any event, the Customer shall reimburse all costs incurred by the contentious recovery, including legal and judicial fees.

For customers with public-sector status, the rules governing public-sector orders apply in terms of payment deadlines.

7. Execution

Turnaround times depend on the Services ordered. The deadline for IntegraGen to perform the Service is indicated on the quotation.

When it is stipulated in the quotation that the contract for the provision of services is concluded for a certain duration and is renewable by tacit agreement, it is automatically renewed for periods of the same duration, unless terminated by either party, by registered letter with acknowledgement of receipt, at least two (2) months before the expiry of the period in progress at the time of termination.

Services will only be provided by IntegraGen if the Customer is up to date with payment of previous invoices, and if all information required to process the order has been provided to IntegraGen.

During performance, the parties may modify the terms of the Provision of Services by written agreement between them.

8. Biological materials supplied by the customer

In particular, and without limitation, the Customer warrants that it has taken all necessary measures to ensure strict compliance with all legal and regulatory provisions relating to the collection, storage, transport and transfer of biological material.

The Customer undertakes to ensure that the biological material and associated Data supplied to IntegraGen for the Services ordered have been irreversibly anonymized or pseudonymized beforehand.

The Customer undertakes to ensure that the biological material supplied by him to IntegraGen for the performance of the Services has been transferred free of charge by each of the donors.

The Customer warrants to IntegraGen that the persons from whom the Data has been collected have given their informed and express consent to the Data concerning them being processed on behalf of the Customer. In addition, Customer warrants to IntegraGen that it has individually informed such persons :

• the nature of the information transmitted;
• the purpose for which the Data is processed;
• the identity of the natural or legal persons to whom the Data is disclosed;
• their right to access and rectify Data concerning them;
• of their right to object to the transmission of Data covered by professional secrecy that may be used and processed as part of the Group's research activities.

The Customer remains the owner of the samples of biological material provided to IntegraGen for the Services ordered. Once the Services have been completed, IntegraGen undertakes to return to the Customer the samples of human biological material belonging to the Customer. Samples of non-human biological material will be destroyed directly by IntegraGen, unless otherwise agreed between the parties.

9. Delivery

Depending on the nature of the Service Provision, delivery is made either by notifying the Customer that the Data is available on a dedicated secure website, or by sending the Customer the medium on which the service is materialized, such as a computer medium (CD-Rom or DVD), or by both these means if the specific conditions so require.

Once the order has been made available to the Customer or dispatched within the required timeframe, delays in delivery may under no circumstances justify cancellation of the order by the Customer, nor give rise to damages.

When the results of the services ordered must be sent to the Customer by carrier, IntegraGen chooses the most appropriate means of shipment, unless otherwise specified in the special conditions. The results of the services ordered travel at the Customer's risk. The Customer must check at the time of delivery, or as soon as possible after receipt, that the shipment is complete, fit for use and in conformity with the order. In the event of damage or default, it is the Customer's responsibility to take action against the carrier, within three (3) days of the delivery date, by extrajudicial act or by registered letter, in accordance with the provisions of article L.133-3 of the French Commercial Code.

10. Liability

IntegraGen may only be held liable in the event of non-conformity of the Services provided with the Services ordered. Any complaint by the Client must be sent to IntegraGen by registered letter with acknowledgement of receipt within two (2) months of the date of execution or delivery of the service.

In no event shall IntegraGen be liable for damages caused directly or indirectly by the use of the service results, by the negligence of the user, by misuse of the service results or by the combination of the service results with other elements at the customer's initiative. In this respect, the Client undertakes to indemnify IntegraGen against any judgement intended to compensate a third party who complains of prejudice suffered as a result of the use of the results of the service delivered to the Client.

In the event of force majeure preventing the execution or delivery of the service, IntegraGen shall be released from all obligations; the definition of "force majeure" shall apply.

The term "force majeure" is defined in article 1218 of the French Civil Code.

It is expressly agreed that IntegraGen's liability for the performance of the contract shall be limited exclusively to the following cases:

• The delay in the delivery of results, attributable to IntegraGen ;
• Non-compliance of services with the purchase order

As a result, IntegraGen assumes no responsibility for the usefulness of the services or the appropriateness of the results in relation to the Customer's needs.

The Client shall obtain information from the competent official authorities concerning the rules applicable to the importation into its territory of the results of services performed by IntegraGen. Under no circumstances shall IntegraGen be held liable to the Client or a third party for the consequences of non-compliance with these rules, whatever they may be.

11. Processing of personal data

The use of certain Data, including in particular personal data, is necessary for the performance of any Service Provision.

Within the framework of the Services, the parties undertake, each insofar as it is concerned, to comply with the regulations in force applicable to the processing of personal data and in particular the French Data Protection Act of January 6, 1978 and the General Data Protection Regulation no. 2016/679.

Depending on the case, IntegraGen may act as data controller or data processor, collecting and processing personal data from the Customer or third parties on behalf of the Customer.

The Customer remains the sole owner of the personal data provided. In its capacity as data controller, the Customer guarantees that it has received all the authorizations required to process the personal data provided. The Customer is solely responsible for the quality, lawfulness and relevance of the personal data transmitted. Consequently, IntegraGen declines all responsibility in the event of non-conformity of the personal data supplied, or of anything resulting therefrom, with the laws and regulations in force or with public order.

In any event, the purpose for which personal data will be processed must be specified prior to the performance of the Services.

IntegraGen undertakes not to share personal data concerning the Customer with third parties without the Customer's prior consent. Notwithstanding the foregoing, if IntegraGen acts as data controller, IntegraGen may share Data with a subcontractor, particularly in connection with personal data hosting services. Where applicable, IntegraGen will ensure that the said subcontractor complies with each of its legal and regulatory obligations.

Customers have the right to access, forget, port, delete, limit, oppose and rectify their personal data, and only they can exercise these rights directly. To exercise these rights, where IntegraGen is acting as data controller, a request should be sent to the following e-mail address: donnees.personnelles@integragen.com or to the Company's head office at Genopole Campus 1, Genavenir 8, 5, rue Henri Desbruères, 91000 Evry, to the attention of the "Protection des Données Personnelles" department.

12. Intellectual property

In the event that the Customer provides IntegraGen with manufacturing documents or technical data for the purposes of performing the Services, the Customer warrants that such communication or manufacturing is not such as to infringe the rights of third parties and more particularly intellectual property rights.

IntegraGen undertakes to keep confidential any information communicated to it as such for the performance of its services, and not to infringe any proprietary rights linked to said information.

All of IntegraGen's rights related to the Provision of Services, in particular manufacturing secrets, unprotected technologies and any other information then indicated as confidential, which may be communicated to the Customer or its agents and representatives, are subject to an obligation of confidentiality, which the Customer undertakes to impose on the said agents or representatives, and remain the exclusive and complete property of IntegraGen. Under no circumstances does the Customer acquire property rights or operating licenses in connection with the Services ordered, nor the right to reproduce these services or the technique used. The Customer's right relates solely to the use of the results of the Services.

The Customer undertakes not to use IntegraGen's trademarks or manufacturing names without IntegraGen's express prior written consent.

The Customer also undertakes not to damage, in any way whatsoever, the value or reputation of IntegraGen's trademarks or trade names.

13. Non-exclusivity

None of the Services provided to order are exclusive to the Customer. IntegraGen reserves the right to carry out any similar or identical service for any third party who so requests.

14. Applicable law

The service contract concluded between IntegraGen and the Customer is governed solely by French law, to the exclusion of any conflict of laws rule.

The language of the contract is French. In the event of translation of the General Terms and Conditions into another language, the translated version will be for information purposes only, and only the French text will prevail.

15. Jurisdiction

FOR ANY DISPUTE RELATING TO THE SERVICE CONTRACT CONCLUDED BETWEEN INTEGRAGEN AND THE CUSTOMER, THE COURTS OF PARIS SHALL HAVE EXCLUSIVE JURISDICTION, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS AND FOR ALL CLAIMS, EVEN INCIDENTAL.