TERMS OF SALE – SYNAPHARM

Article 1

By signing the order form, the client explicitly confirms that he has read the Terms of Sale of SYNAPHARM S.A. and that he accepts them without reservation.
These Terms of Sale are applicable subject to modifications upon which the parties may expressly agree in writing. All clauses other than and/or contrary to these Terms of Sale and for which orders, specifications or any other documents stemming from the client provide, can only be opposed to SYNAPHARM if they have been expressly agreed upon in writing beforehand.

Article 2

The sales contract shall be deemed to be concluded when SYNAPHARM dispatches its written acceptance of the client’s order, by e-mail, fax or any other means.
SYNAPHARM’s offers are purely informational and do not entail any commitment on SYNAPHARM’s part.

Article 3

Unless otherwise explicitly provided, the delivery dates are only estimates and do not entail any commitment on SYNAPHARM’s part shall not be liable if the
delivery cannot be made within the timeframe explicitly agreed upon by both parties if such delay is due to a force majeure event, to acts of any third party,
including SYNAPHARM’s subcontractors and suppliers, or to any fact whatsoever that is not directly attributable to SYNAPHARM, including the failure by SYNAPHARM’s suppliers to deliver.

Article 4

All road transport services performed shall be governed by the CMR Convention. It is the client’s responsibility to check the delivered goods at the time of receipt. In case of non-conformity or defect in terms of quantities as well as references and quality or deterioration; the client must necessarily indicate these damages on the consignment note/CMR by specifying the reference number, the quantity and weight of the affected parcels. In the absence of such specifications, the goods will be deemed to be compliant with the delivery order and we will be exempted from liability. In addition to this specification on the consignment note/CMR, it is the client’s responsibility to confirm these reserves by registered mail with acknowledgment of receipt within 24 hours of delivery. Such confirmation must also be sent to the carrier.
To be valid, any other claim must be made to SYNAPHARM by registered mail with acknowledgment of receipt within fifteen days following delivery.
Regarding the intrinsic properties of the delivered products, if the client and SYNAPHARM do not have the same test results, a third analysis will be carried
out by a third laboratory approved by both parties, within 30 days following delivery at the latest. In this respect, SYNAPHARM’s clients are hereby informed that the storage conditions of the delivered products are essential to the composition and preservation thereof. SYNAPHARM shall therefore not be liable with respect to the properties or conformity of any product if the storage, application or use thereof is not carried out in accordance with the product’s purpose. Moreover, SYNAPHARM shall not be liable for non-conformity of the ordered product with the use contemplated by the client. Finally, SYNAPHARM shall not be liable with respect to any damage or loss directly or indirectly caused by the products or by any act or negligence related thereto, of any nature whatsoever.

Article 5

Any tax of any nature whatsoever that affects the delivery or transport of the products or, in general, the main and secondary elements of the contract,
shall be borne by the client, including any new taxes that are enacted or become applicable in the course of performance of the contract. SYNAPHARM’s prices are set at the moment of confirmation of the order by SYNAPHARM in accordance with Article 2 of these Terms of Sale.
Prices may nevertheless be modified and invoiced at the level of prices in force at the time of delivery, without prejudice to the right for the client in such
case to cancel the contract, either in whole or partially, by giving notice thereof to SYNAPHARM within eight days following the date upon which the client
is informed by SYNAPHARM of the price change.

Article 6

Unless otherwise explicitly provided, all amounts are due within 30 days following the date of the invoice. The client shall be deemed to have been given
notice to pay immediately after such term, without the requirement for any other notice. Upon failure to pay by the term, the client shall automatically owe SYNAPHARM an indemnity of 15% of the invoiced amount, with a minimum increase of 200.00 €.
Moreover, the invoiced amount shall automatically give rise, without prior notice, to interest from the first day following its due date, at a rate of 1% per
month, each month begun being due in full.
In the event of any delay in payment for any reason whatsoever, all debts of the client vis-à-vis SYNAPHARM shall be placed on demand, without prior
notice. In the event of any delay in payment, shall have the right to stay performance of the contract or to cause early termination thereof without prior notice and without the prior authorization of a court. Title in all products delivered shall remain solely and exclusively vested in SYNAPHARM until full payment of all sums due, unless they have been incorporated into other goods through their application or use. The client agrees to assume, upon execution of the contract, all risks of loss of and for damage to the products. If any invoices are issued to a third party, the client and such third party shall be jointly and severally liable for payment and for other obligations resulting from the contract and the application of these Terms of Sale.

Article 7

Cancellation of an order by the client, termination or partial rescission thereof due to any breach whatsoever by the client shall automatically give rise to
the obligation for the client to compensate SYNAPHARM for all costs and expenses incurred and for the loss of profit suffered.
Such indemnity shall not be less than 30% of the amount of the order.

Article 8

SYNAPHARM shall not be liable for use or sale of the products by the client in infringement of any intellectual property rights, and the client shall hold
SYNAPHARM harmless against any damage, loss or litigation that may result from such infringement.

Article 9

Unless otherwise provided, the packaging is not recoverable. It befalls the client to ensure its disposal. Said packaging shall not be returned to SYNAPHARM.

Article 10

In the event of any dispute, the Business Court Liège – Liège Unit shall have exclusive jurisdiction. Proceedings shall take place in French exclusively. The
contract shall be governed by Belgian law.

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