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Terms of Sales (English)

TERMS OF SALES

ARTICLE 1. UNIPEX

1. UNIPEX is a simplified joint stock company with a capital of €5,410,200, registered with the Nanterre Trade and Companies Registry under number 410 532 196, whose registered office is Tour Franklin, 100 - 101 Terrasse Boieldieu, 92 042, La Défense, France and whose intra-community VAT number is FR16410532196. Email address: communications@unipex.com Phone :+33(0)1 47 32 81 30.

2. UNIPEX distributes, for the exclusive use of professional Purchasers, Products with one or more pharmaceutical, chemical, cosmetic, food or nutraceutical applications.

ARTICLE 2. DEFINITIONS

3. For the purposes hereof, the terms below shall have the following meanings: "Buyer" shall designate any professional client having placed an Order through the Site; "Sales Order" shall designate any Sales Order placed by the Buyer with the Seller in accordance with the terms set out in Section 3 below; "General Terms and Conditions" means these general terms and conditions of sale binding the Purchaser to the Seller, as well as any subsequent version thereof; "Delivery" means the delivery of the Products to the Buyer at the place indicated by the Buyer, as evidenced by the handing over of the Products to the Buyer's effective custody; "Quotation" means any quotation for the sale of one or more Products issued by the Seller at the Buyer's request; "Parties" means the Buyer and the Seller together; "Product" means any product offered for sale by the Seller on the Site; "Site" means the website https://eshop.unipex.com/index.asp; "Seller" means UNIPEX SAS.

ARTICLE 3. Subject

4. The purpose of the General Terms and Conditions is to define the rights and obligations of the Parties within the framework of the purchase of Products by the Buyer from the Seller:

a) they are applicable as soon as they are put online;

b) they may be modified at any time by UNIPEX and any subsequent version of the General Conditions is applicable as soon as it is put online, without however being applicable to Orders for which the Quotation has not expired;

c) unless specifically agreed by the Parties, they prevail over any other document and apply to all services rendered by the Seller to the Buyer.

ARTICLE 4. PRODUCTS

5. The Products governed by the General Terms and Conditions are those which appear on the Site. They are offered within the limits of available stocks.

6. The technical characteristics of each Product offered for Sale are accessible from the page of the Site dedicated to the said Product; the photographs of the products are not contractual.

7. As the Products offered for sale are intended for professionals, any Buyer is deemed to have reasonable technical competence and a sufficient level of knowledge to assess the appropriateness of acquiring the Products.

8. Before placing any Order, the Purchaser acknowledges having consulted the characteristics of the Product communicated via the Site and declares having a perfect understanding of them.

9. After the Buyer has consulted the characteristics of the Products made available to him by the Seller, the Seller is deemed to have fulfilled his obligation to advise the Buyer, unless the Buyer has expressly requested the Seller to do so by sending the attached form https://eshop.unipex.com/index.aspor an e-mail to the following addresseshop@unipex.com.

ARTICLE 5. ORDER

5.1 Preliminary quotation

10. Prior to the confirmation of any Order by the Buyer, the Buyer shall request the Seller to draw up a Quotation by providing the following information on the page of the Website provided for this purpose: https://eshop.unipex.com/index.asp

a) The reference number of any Product requested as well as their quantity;

b) the company name and the SIRET number of the Buyer as well as the identity of the natural person representing him/her;

c) the e-mail address of the Purchaser or the person representing him/her and a telephone number;

d) the exact indication of the address of Delivery of the Products;

e) the invoicing address of the Purchaser;

f) any comments or requests for additional information.

11. Upon receipt of the request for a Quotation, the Seller will draw up, as soon as possible, the said Quotation which it will send to the Buyer at the e-mail address provided by the latter. The Quotation will contain:

a) the unit price of the Products as well as the total price of the Order, including all costs;

b) the indicative delivery times;

c) the Buyer's invoicing address;

d) the reproduction of the General Terms and Conditions applicable to the Buyer's Order.

5.2Type of quotation

12. The Buyer has a period of five 5 days from receipt of the Quotation to accept it; in the absence of acceptance or in the event of a request for modifications to the Quotation, the Quotation shall be deemed to be null and void, it being incumbent on the Seller, in the event of requests for modifications made by the Buyer, to draw up a new Quotation.

13. Acceptance of the Quotation by the Buyer shall be formulated by following the electronic procedure established for this purpose by the Seller and communicated simultaneously with the sending of the Quotation.

14. Any acceptance by the Buyer (or his representative mentioned as such) of the Quotation drawn up by the Seller is irrevocably valid:

a) Acceptance of the price and descriptions of the Products available for sale, of the accessory costs, of the total price of the Order and of the indicative delivery times;

b) irrevocable acceptance of the General Terms and Conditions by the Buyer;

c) validation of the Order by the Buyer;

) the Buyer's consent to the payment of the sums due under the Order as from the confirmation of the Order by the Seller.

15. The Seller shall accept or reject the Order, at the latest within three (3) days following the validation of the Order by the Purchaser:

a) rejection is only an exceptional case;

b) confirmation or rejection of the Order is notified to the Buyer by an e-mail containing a link to the General Conditions.

16. The sale is considered final after:

a) a) Confirmation of acceptance of the Order by UNIPEX;

b) receipt of the full price by UNIPEX;

17. In the event of unavailability of an ordered Product, the Buyer will be informed as soon as possible.

18. For any question relating to the follow-up of an Order, the Buyer should call the +33 (0)1 47 32 81 30 or write to eshop@unipex.com

ARTICLE 6. PRICE

19. The price of the Products offered by the Seller is freely set by the latter, in compliance with applicable laws and regulations. The price of any

Product is presented on the Site or in the Quotation communicated to the Buyer.

20. The Seller reserves the right to modify its prices at any time but undertakes to apply the rates indicated at the time the Quotation is sent, subject to availability on that date.

21. The unit prices of the Products are indicated in euros; they do not take into account delivery costs or any other incidental costs, which are invoiced in addition subject to being indicated in the Quotation.

22. The prices are set inclusive of all taxes as in force on the day the Quotation is drawn up: any creation or modification of tax, whatever its nature or amount, will be applied, as soon as it comes into force, to all Orders, including those for which a Quotation has already been drawn up but not yet accepted.

ARTICLE 7. PAYMENT

7.1 Rules // Regulations

23. Any Order validated by the Seller implies payment by the Buyer.

24. Payment of the Order is made by: bank transfer or cheque.

25. The Seller reserves the right to suspend all Order processing and delivery in the event of refusal of payment authorisation by the officially accredited bodies or in the event of non-payment. In particular, the Seller reserves the right to refuse to make a delivery or to honour an Order from a Buyer who has not paid in full or in part for a previous Order or with whom a payment dispute is in progress.

26. In the event of fraudulent use of bank details, the Buyer is invited, as soon as such use is observed, to report it to 01 47 32 81 30 or write to eshop@unipex.com.

7.2 Term payment

27. The price is payable in full and in a single instalment within a period of time to be negotiated with the Buyer.

28. At no time may the sums paid be considered as deposits or advance payments.

ARTICLE 8. PROOF OF TRANSACTIONS

29. The computerized registers, kept in the Seller's computer systems under reasonable conditions of security, will be considered as proof of communications, orders and payments between the parties. The archiving of purchase orders and invoices is carried out on a reliable and durable medium that can be produced as proof.

ARTICLE 9. DELIVERY OF PRODUCTS

30. The Products are Delivered by the Seller, or any third party it may substitute, to the Buyer at the address indicated by the latter, who guarantees the accuracy of the Products:

a) any Product returned to the Seller due to the communication by the Buyer of an erroneous or incomplete delivery address will be reshipped at the expense of the Buyer ;

b) any failure to deliver due to the communication by the Buyer of an erroneous or incomplete delivery address shall in no way engage the responsibility of the Seller.

31. The transfer by the Seller to the Buyer of the risks of loss or deterioration of the Products shall be effected by the Delivery of the Products at the end of a delivery by the Seller, or by a carrier appointed by the Supplier, to the Customer at a place indicated by the latter on its Order.

32. If, at the time of delivery, the original packaging is damaged, torn or open, the Buyer must check the condition of the Products and, if they have been damaged, the Buyer must refuse the package and note a reservation on the delivery note "Package refused because open or damaged" before immediately resending the package.

33. The Buyer must indicate on the delivery slip and in the form of handwritten reservations accompanied by his signature any anomaly concerning the delivery (damage, missing product compared to the delivery slip, damaged package, broken products...). This verification is considered to have been carried out once the Buyer, or a person authorised by him, has signed the delivery slip.

34. The Buyer must then confirm his reservations to the carrier and the Seller by registered mail, at the latest within [2] working days following receipt of the Products.

35. The delivery times estimated by the Seller are indicative: the Seller cannot be held liable for any delay for any reason whatsoever and no claim for compensation of any kind whatsoever may be made by the Buyer.

36. However, any delay in Delivery that is [6] months longer than the time estimated in the Quotation may result in termination of the sale at the request of the Buyer..

ARTICLE 10. CLAIMS

37. Within [5] days of Delivery, the Buyer must make any claim to the Seller for any error in delivery and/or non-conformity of the Products in kind or in quality with the indications appearing on the accepted Quotation. Any claim made after this period will be rejected..

38. La The claim may be made, at the choice of the Purchaser, via :

- telephone number: +33(0)1 47 32 81 30

- e-mail address: eshop@unipex.com

39. Any claim not made in accordance with the rules defined above and within the time limits set out above cannot be taken into account and will release the Seller from any liability towards the Buyer.

40. Upon receipt of the claim and provided it is justified, the Seller will contact the Buyer to assess the solutions to be provided such as replacement or reimbursement

41. In the event of a delivery error or exchange, any product to be exchanged or refunded must be returned to the Seller in its entirety and in its original packaging, by express dispatch, to the following address: UNIPEX, 5 Rue du Compas, 95310 Saint-Ouen-l'Aumône – FRANCE;

42. The costs of return are to be borne by the Seller.

ARTICLE 11. WARRANTY AND LIABILITY

43. The Seller guarantees the professional Buyer against any lack of conformity of the Products, excluding any negligence or fault of the Buyer, but does not guarantee the Buyer against hidden defects of which the Buyer is unaware.

44. UNIPEX shall only be liable to the Buyer for facts that are directly and exclusively attributable to UNIPEX, provided that they cause the Buyer direct damage; in all other cases, the Buyer waives any liability, recourse and any other claims against UNIPEX.

45. In any event, in the event that the Seller's liability is retained, the cumulative indemnity due by the Seller shall be limited to the unit amount excluding taxes paid by the Buyer for the purchase of the Product.

ARTICLE 12. CONSERVATION AND USE OF THE PRODUCTS BY THE CUSTOMER:

46. UNIPEX products are intended solely for laboratory research purposes and may not be used for any other purpose unless otherwise indicated on the product label, on the UNIPEX website or in any other document communicated to the Customer. In particular, UNIPEX products may not be used for in-vitro diagnostics, in the manufacture of food and pharmaceutical products, medical components and cosmetics. The Customer must inform its customers of these limitations, if applicable.

47. UNIPEX products may be governed by the European Regulation on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) and other French legal or regulatory provisions. The Customer must comply with all regulatory provisions relating to the storage, handling and use of substances purchased from UNIPEX.

48. The customer shall check all the information provided by UNIPEX if the products purchased from UNIPEX are to be repackaged, relabelled or used as a basic material or component for other products.

ARTICLE 13. RIGHT OF WITHDRAWAL

49. As the Buyer is a professional acting within the framework and for the needs of his profession, there is no need to apply the right of withdrawal provided for by the Consumer Code.

ARTICLE 14. PERSONAL DATA

50. The Personal Data Protection Policy implemented by the Seller is the subject of a separate document, accessible here[GRPD Link]

ARTICLE 15. INTEGRAL

51. In the event of the disappearance of one of the clauses of these General Conditions, in particular following the application of a law, a regulation or following a final decision of a competent court, the other stipulations of these General Conditions will retain their full force and scope.

52. If a condition of sale were to be lacking, it would be considered to be governed by the practices in force in the distance selling sector whose companies have their registered office in France.

ARTICLE 16. NON-WAIVER

53. The fact that one of the parties does not take advantage of a breach by the other party of any of the obligations referred to in the General Conditions cannot be interpreted for the future as a renunciation of the obligation in question.

ARTICLE 17. MISCELLANEOUS

54. All notifications shall be made by registered letter with acknowledgement of receipt.

55. Any notice interrupting the time limit shall be assessed for this purpose at the time of dispatch.

56. Any notification setting a time-limit shall be assessed for this purpose at the time of its first presentation to the addressee.

57. The purchase of any Product by a Buyer from the Seller is deemed to have been made in France.

ARTICLE 18. DISPUTES

58. The General Conditions are subject to the application of French law, to the exclusion of the provisions of the Vienna Convention and no guarantee is given as to their compliance with any law other than French law.

59. Any dispute will be submitted in the first instance to the exclusive jurisdiction of the Commercial Court of Paris.