General Terms and Conditions of Sale of Seqalis™

1. INTRODUCTION

Hello and welcome to the SEQALIS™ general terms and conditions of sale (hereinafter the “Terms“).

These Terms apply between, on the one hand, the company BIO.be S.A., doing business as SEQALIS™, registered with the Crossroads Bank for Enterprises under No. BE 861.738.595, with registered offices at BE-6041 Gosselies, Avenue Georges Lemaître, n° 25 (hereinafter “SEQALIS™“, “We”, “Us”, “our”), and on the other hand, any individual or legal entity (hereinafter “Customer”, “You”, “your”) wishing to use our proposed Service(s).

Why should you read them? These Terms constitute a binding contract between You and Us. We therefore ask you to read them carefully before accepting the quotation and/or using our Services. These terms will explain how We will provide You with the Services in Belgium. If You do not agree with all these Terms, please do not use our Services.

The most recent version of our Terms can be viewed by clicking at the bottom of our website https://www.seqalis.com. However, we reserve the right to amend these Terms in accordance with Section 4 herein below.

These Terms have been translated from French into other languages (English and Dutch). These are unofficial translations, provided for convenience only. They must therefore be interpreted in accordance with the official French version, which will prevail in the event of any discrepancy/doubt with the translation. SEQALIS™ assumes no responsibility for any errors, omissions or ambiguities in the translations.

You can always contact Us if You have any questions at the contact address provided in Section 21 herein below or by email at: info@seqalis.com.

2. DEFINITIONS

Each capitalised term shall have the following meaning in these Terms and in any related documents, unless otherwise expressly stated (the same terms and expressions not beginning with a capital letter shall be deemed to have their ordinary meaning):

• “Characteristics of the Services” means the descriptions set forth in Section 5 herein, which are applicable to the Services provided in your Quotation;
• “Customer(s)” means any individual or legal entity that enters into a Contract with SEQALIS™;
• “Terms” means these terms and conditions as amended from time to time;
• “Contract” means the contract executed between the Customer and SEQALIS™ by which the Customer uses our proposed Services and which is formalised by all of the following contractual documents: (i) the present Terms, (ii) the quotation if the contract is concluded in writing, (iii) the quotation confirmation email or the signed quotation and the invoices issued by SEQALIS™, (iv) the Privacy Policy, and; (v) any specific terms freely determined by the Customer and SEQALIS™ (such specific terms must necessarily be in writing and expressly accepted by SEQALIS™).
• “Party/ies” means collectively or individually We and/or You;
• “Services” means, collectively, all the services offered on the SEQALIS™ Website and/or those listed in your quotation;
• “Website” means the SEQALIS™ website accessible at the following address: https://www.seqalis.com;
• “GDPR” means the EU Regulation N° 2016/679, including its corrigenda, and any equivalent or corresponding national law or regulation in Belgium specifying the GDPR.

3. AVAILABILITY AND ENFORCEABILITY OF THE TERMS

The Terms are made available to Customers on our website where they can be consulted directly at the following address: https://www.seqalis.com.They are also sent to You by e-mail as soon as SEQALIS™ sends You an offer following Your order.

Notwithstanding any provisions to the contrary, for instance in your Terms and Conditions (of sale), no waiver of or modification to our Terms shall be admitted without express written agreement at the time of sale. Our Terms can also be obtained upon request by e-mail to: info@seqalis.com.

4. CHANGES TO OUR TERMS

We may occasionally make changes to the Terms for valid reasons, such as legal or regulatory reasons. Nevertheless, the current Contract with You remains subject to the Terms applicable at the time the quotation was accepted.

In the event of a substantial change to our Terms, We will notify You by means of appropriate notices, by sending You an email. We recommend that You read these notices carefully.

5. THE SERVICES

The Services offered by SEQALIS™ are essentially molecular biology, anatomical pathology and genetic analysis services. The Services offered by SEQALIS™ are regularly updated and are described on the Website www.seqalis.com and/or in the quotation. The Customer is responsible for providing the necessary elements before SEQALIS™ begins providing the Services.

SEQALIS™ undertakes to perform, having regard to the circumstances, the Services by acting prudently and diligently, in a timely manner, by qualified personnel in accordance with industry standards and best practices, and in compliance with the regulatory framework applicable in the territory.

SEQALIS™ may subcontract all or part of the Services to a partner, without however affecting the rights and obligations of the Parties arising from these Terms.

6. PRICES, ORDERING, DELIVERY OF ANALYSIS RESULTS AND STORAGE OF INFORMATION

Price. All prices are indicated in euros (€), with taxes and VAT included in the quotation. They do not include transport costs. SEQALIS™ reserves the right to modify its prices at any time, but the invoice shall respect the rates in force at the time of registration of the order/request for analysis or signature of the quotation.

Order. Upon receipt of the analysis request, SEQALIS™ will confirm the Customer’s order by sending a message to the e-mail address that the Customer has entered. SEQALIS™ can in no way be held responsible for any errors made by the Customer in the wording of the details of the quotation (in particular, delivery address, billing address) and any delays in delivery that such errors may cause. Invoices are generally communicated by e-mail and in electronic format. We are not responsible for the proper receipt of e-mails in your mailbox (e.g.: voluntary removal of our transactional e-mails by the Customer in their SPAM box).

Delivery. Due to uncertainties that exist regarding the respect of delivery times of the samples, the availability of critical reagents for the performance of analyses and other unpredictable events, the turnaround times for the analyses provided by SEQALIS™ to the Customer are our best estimates and do not constitute a commitment on our side. SEQALIS™ undertakes to make commercially reasonable efforts to meet the announced deadlines. Nevertheless, SEQALIS™ reserves the right to implement specific execution time guarantees for specific services. The results are generally sent by e-mail and/or by post, or by other electronic means, to the attention of the persons indicated by the Customer.

Conservation. SEQALIS™ shall keep electronic copies of the information and documentation relating to the analyses carried out, including, in particular, the description of the analysis methods and procedures used to carry out the Services, for a period of at least six (6) months after the analysis has been carried out. After this period, SEQALIS™ reserves the right to destroy this information.

7. TERMS OF PAYMENT

nvoicing. The Customer agrees to pay each invoice within thirty (30) calendar days of receipt, by transfer of immediately available funds to a bank account indicated in writing by SEQALIS™ on the invoice. By way of derogation, in the case of ongoing business relations, a special agreement for term payment may be made in writing at the time of sale. Any dispute concerning an invoice must be raised within thirty (30) calendar days following the date of the invoice. Challenging an analysis result shall not entitle the Customer to a deferral of payment.

Late payments. In the event of late payment, the Customer shall be liable to pay late payment interest at an annual rate of 10% and a fixed compensation of 10%, without prejudice to the right of SEQALIS™ to claim compensation for the totality of its prejudice if it exceeds this amount. Non-payment by any due date shall automatically result in the payment of the entire outstanding balance. Furthermore, if the Customer does not make the full payment due to SEQALIS™ under the Terms of the Contract within 30 calendar days of receipt, We reserve the right to suspend or cancel the Services or the order. We will not be responsible for any costs or losses you incur (directly or indirectly).

8. CUSTOMER’S OBLIGATIONS TO DELIVER SAMPLES OR MATERIALS

The Customer undertakes to ensure that the samples or materials are in a qualitative state that allows the reports/analyses or the production of the ordered products to be established without difficulty. SEQALIS™ is authorised to carry out an initial examination of the samples or materials to check their condition before processing them, drawing up a report or using them in production. The Customer shall bear the costs of this initial examination if the samples or materials do not comply with the requirements described in this Section 8. SEQALIS™ is entitled to charge an extra fee for the preparation of samples that are not provided in accordance with SEQALIS™ guidelines. If the result of the initial examination is that an analysis or production is impossible or is only possible under more difficult conditions than initially foreseen (e.g. because the samples or materials have been mixed with foreign substances or materials not reported by the Customer or are degraded), SEQALIS™ shall be entitled to cancel or interrupt the order and the Customer shall bear the costs incurred by SEQALIS™ up to that point in time.

The Customer shall ensure, and hereby warrants, that no samples are unsafe, except those expressly stipulated in advance in writing. In particular, it is the Customer’s responsibility to ensure compliance with regulations relating to hazardous waste, including regarding information, transportation and disposal, and to inform SEQALIS™ personnel or representatives of any health and safety issues related to the samples, including any known or suspected toxic or other contaminants that may be present in the sample and the probable level of contamination, as well as the risks related to the contamination to SEQALIS™ premises, instruments, personnel and representatives.

The Customer shall be responsible for and indemnifies SEQALIS™ for all costs, damages, liabilities and injuries that may be caused to or incurred by SEQALIS™, its personnel or representatives, as a result of the sample. The Customer shall bear all extraordinary costs related to the proper disposal of hazardous waste resulting from the sample, whether or not it qualifies as hazardous waste. At SEQALIS™ request, the Customer must provide SEQALIS™ with the information necessary to ensure the safe handling, disposal and analysis of the sample.

9. TRANSFER OF OWNERSHIP

All samples become the property of SEQALIS™ to the extent necessary for the execution of the order. Unless the Customer pays for storage, SEQALIS™ has no obligation or responsibility for samples sent to it for storage, including samples requiring refrigeration. If the Customer pays for storage, SEQALIS™ shall take commercially reasonable steps to store the samples in accordance with professional practice. SEQALIS™ may dispose of or destroy the samples three (3) months after the analysis has been carried out, unless SEQALIS™ and the Customer have agreed in writing on the conditions for storing the sample. SEQALIS™ may also dispose of or destroy the samples after the agreed storage period, without further notice and at the Customer’s expense, in the event that this would result in additional costs for SEQALIS™ to comply with regulations (for example, regarding the disposal of hazardous waste). If the Customer requests the return of unneeded samples, SEQALIS™ will return them to the Customer, at the Customer’s expense and risk.

10. INTELLECTUAL PROPERTY

SEQALIS™ is a registered trademark.

The Customer is not authorised to reproduce, exploit, redistribute, or use for any purpose whatsoever, even partially, any element of our Website, whether visual or audio, and in particular trademarks, domain names, images, videos, texts, graphics and iconography, including the selection, arrangement and coordination thereof, or more generally any information subject to intellectual property rights without the prior express written permission of SEQALIS™. SEQALIS™ reserves the right to take prompt legal action in the event of any violation of any of its intellectual property rights.

11. WARRANTIES, LIABILITY AND DISCLAIMER

Warranty and Disclaimer. The Parties acknowledge and agree that these Terms set forth all their liabilities and remedies with respect to any matter/contest contemplated by these Terms.

Limitation of liability. Notwithstanding any other provision of these Terms, SEQALIS™ shall not be liable to the Customer for loss of profits or contracts, loss of data, loss of customers or other special, indirect or consequential losses, whether arising from negligence, breach of contract or otherwise, except in cases of gross negligence or wilful misconduct. Nothing in the Contract shall have the effect of excluding or limiting the liability of SEQALIS™ in the event of fraud, misrepresentation, fraudulent misrepresentation, death or bodily injury caused by its negligence, and gross negligence, if required by applicable law. Without prejudice to the provisions of these Terms and to the extent permitted by law, if SEQALIS™ is held liable under these Terms towards the Customer, the damages due under this liability shall be limited, except in the event of gross negligence or wilful misconduct, to the amount of the fees actually paid by the Customer, prior to the event giving rise to the claim, for the Services rendered during the current or renewed term of the Contract, or to the value of the Product in question. SEQALIS™ shall not be held liable, or be deemed to have breached these Terms, for any delay or non-performance, when the cause of the delay or non-performance is related to an event of force majeure in accordance with Section 13.

12. PERSONAL DATA PROTECTION

The Parties shall comply with all applicable laws on the protection of personal data. Within the framework of our Contract, SEQALIS™ may collect personal data. This data shall be processed in accordance with the purposes for which it was collected.

In the event of recourse to sub-contracting under the meaning set forth in the GDPR, SEQALIS™ is obliged to designate a sub-contractor who complies with the applicable data protection laws and takes the appropriate technical and organisational measures to guarantee the proper processing of personal data.

You will find further information on the processing of your personal data, as well as the exercise of your rights (e.g. the right of access, to rectification, to erase, to opoose, etc.), in our “Privacy Policy” accessible on our Website. You may exercise your rights by mail to the following address: For the attention of SEQALIS™ legal department, Avenue Georges Lemaître, n° 25, 6041 Gosselies, Belgium, or by e-mail at: info@seqalis.com.

13. FORCE MAJEURE

The Parties shall not be liable in the event of non-performance or delay in performance resulting from an event of force majeure, such as war, epidemic, pandemic, natural disaster, general interruption of the electricity network, the Internet or telecommunications, government measures or restrictions by public authorities (without this list being exhaustive), or any other event beyond the control of the affected Party. In the event of force majeure, the Parties shall endeavour, as far as possible, to put in place reasonable alternatives in order to continue to perform their obligations. If the force majeure event lasts for more than thirty (30) calendar days, each of the Parties may cancel the non-executed Services and the orders concerned, by registered letter.

14. TERMINATION AND DURATION

Termination for misconduct. In the event one of the Parties fails to comply with one of the obligations stipulated in the Contract, which has not been remedied within thirty (30) calendar days from the date on which formal notice is sent by registered letter with acknowledgement of receipt or by e-mail notifying the failure in question, the other Party may terminate the Contract, subject to the damages and interest to which it may be entitled by virtue of the Contract.

Consequences of termination. Termination or the end of the Contract, for any reason whatsoever, does not give rise to reimbursement of the amounts collected by SEQALIS™.

Duration of the Contract. The Contract shall commence on the date of acceptance of the quotation and shall continue until the Services are completed. Either SEQALIS™ or the Customer may terminate the Contract by giving thirty (30) days written notice to the other Party for any reason whatsoever. If the Customer exercises this right of early termination, the Customer agrees that SEQALIS™ shall be paid for all Services actually performed up to the date of termination. If SEQALIS™ exercises this right of early termination, it will reimburse the amounts that have been prepaid to it for the Services not yet rendered.

15. CONFIDENTIALITY

Within the framework of this Agreement, each of the Parties may have access to information considered by the other Party as confidential (hereinafter “Confidential Information“). The Parties agree to use and disclose only the information necessary for the performance of their obligations under this Agreement. Confidential Information shall be defined restrictively as all contractual information relating to the price, as well as any information marked “Confidential” at the time it is disclosed.

Each Party undertakes to keep confidential and not to disclose to third parties the Confidential Information of the other Party for a period of three (3) years following its communication to the Party receiving the Confidential Information or as long as the Confidential Information has not become publicly known, whichever term is longer. Each Party also agrees to treat the Confidential Information of the other Party with the same degree of care it uses to protect its own Confidential Information of comparable value, but in no case less than a reasonable degree of care.

These confidentiality obligations do not apply to information that (i) was publicly known at the time the Contract was entered into or has subsequently become publicly known and without breach of the obligations under the Conditions; (ii) was independently developed by a Party without any use of the Confidential Information of the other Party; (iii) was communicated by a third party not subject to any confidentiality obligation; or (iv) had to be communicated pursuant to a court order or other governmental procedure.

16. NULLITY – INVALIDITY

In the event that one of the clauses of the Terms is null and void due to a change in legislation, regulations or a court decision, this shall in no way affect the validity and compliance with the other clauses of the Terms.

In other words, the cancellation of one or other of the clauses of these Terms may not result in the cancellation of the Terms as a whole, provided however that their balance and general economy can be maintained. In the event of cancellation, nullity or illegality of any clause or part of any clause of these Terms, the Parties undertake to replace such clause with a replacement clause of equivalent scope and legal effect.

17. NOTICES

Any notices required under this Contract shall be provided to the other Party in writing.

They shall be given by registered letter or express mail (or by e-mail confirmed by registered letter or express mail) to the SEQALIS™ address indicated in these Terms or to any other address that We may designate by notice in accordance with this section.

Any notice under these Terms shall be deemed effective as of the following dates:

• If sent by registered letter, on the date on which the letter is delivered or on the date of the first attempt to deliver it;
• If sent by express mail, on the date it is delivered;
• If sent by e-mail, on the date the e-mail is sent.

In the event of a dispute, or in the event of collective proceedings, or any other similar legal proceedings, You will notify SEQALIS™ without delay and in writing at the following address : For the attention of the SEQALIS™ legal department, Avenue Georges Lemaître, n° 25, 6041 Gosselies, Belgium.

18. ADVERTISING

The Customer may not use the name(s), trademark(s) or trade name(s) (registered or not) of SEQALIS™ for reference or other promotional purposes, unless explicitly agreed otherwise.

19. ENTIRE AGREEMENT

You agree that these Terms, together with any information incorporated herein by written reference (e.g. the Quotation), constitute the entire agreement between us with respect to the Services and supersede any prior or contemporaneous understandings or representations, written or oral, with respect to the Services. They supersede and replace any prior written or oral agreements or representations relating to the subject matter of this Agreement. Please note, however, that other aspects of your use of our Services may be governed by additional agreements. When You receive an offer regarding these aspects, You will receive another corresponding agreement, and You may be required to accept additional terms and conditions. In the event of any conflict between any additional specific terms and these Terms, the additional specific terms will prevail.

20. GOVERNING LAW AND JURISDICTION

The Terms are subject to Belgian law. Any dispute that may arise from the interpretation or execution of these Terms shall be subject to the exclusive jurisdiction of the competent courts of Brussels. In the event of a dispute, the parties shall endeavour to settle it amicably. The proceedings will be conducted in French.

21. CONTACT US

If You have any questions regarding these Terms, You may contact us by mail at the following address: For the attention of the SEQALIS™ legal department, Avenue Georges Lemaître, n° 25, 6041 Gosselies, Belgium, or by e-mail at: info@seqalis.com.