1. ACCEPTANCE AND ENFORCEABILITY
These General Terms and Conditions of Sale (“GTC”) are systematically sent or provided to any client who requests them. By placing an order for products, goods, and/or services including research, development, testing, studies, consulting, or technical assistance from CHEM&FLOW (hereinafter the “Products and/or Services”), Client fully and unconditionally agrees to these GTC. Any conflicting terms and conditions shall be unenforceable against CHEM&FLOW unless expressly accepted by CHEM&FLOW (in particular through the signing of a separate contract).

2. OFFERS – ORDERS – ACCEPTANCE OF ORDERS
CHEM&FLOW’s technical data sheets and sales documents are for information purposes only and have no contractual value. They may be amended at any time without notice. CHEM&FLOW provides quotations (hereinafter the “Quotations”) on request; the period of validity of such Quotations is specified therein or, failing that, they remain valid for a period of one (1) month. Orders not placed in writing by Client shall only become final upon written confirmation of the order by CHEM&FLOW (hereinafter the ‘Order Confirmation’). Any changes during the execution of such orders or any additional orders shall be subject to a reassessment (in particular regarding technical, financial and time-related aspects) and must be accepted and confirmed in writing by us. In the event of order cancellation, for any reason other than force majeure, Client shall be required to pay in full for Products already manufactured or in the process of being manufactured, Services already performed, as well as costs incurred and not recoverable, plus a fixed compensation of five per cent (5%) of the total order amount, with a minimum of five hundred euros (€500). In the absence of any written comments from Client within forty-eight (48) hours of the Order Confirmation being sent, the Order Confirmation shall be deemed to have been accepted, including its technical specifications and financial terms. Unless expressly stipulated otherwise, Services are performed on a best-efforts basis, and CHEM&FLOW does not guarantee the achievement of specific scientific, technical or economic results. Unless otherwise stipulated, the results, data, know-how, methods, processes and developments arising from Services remain the exclusive property of CHEM&FLOW. Client shall only have a right of use as defined in the Quotation or the applicable contract. Quotations are drawn up on the basis of information provided by Client. CHEM&FLOW shall not be held liable for the consequences of inaccurate, incomplete or belatedly provided information. Client undertakes to cooperate actively with CHEM&FLOW, which shall not be held liable for the consequences of any breach of this obligation, in particular by providing, in a timely manner, the information, approvals and resources necessary for the proper performance of Services.

3. DELIVERY AND RISKS
Provisions of this article apply exclusively to Products. The terms and conditions governing provision of Services are set out in the relevant articles of GTC or in the applicable contractual documents. Products are delivered in accordance with the terms expressly stipulated in Quotation or Order Confirmation or, failing that, on an ex-works basis (EX WORKS INCOTERM 2020). The transfer of risk shall take place in accordance with the Incoterm specified in the Offer or the Order Confirmation. CHEM&FLOW shall not be held liable for any loss, damage or delay occurring after the transfer of risk in accordance with the applicable Incoterm. Any reservations regarding delivery must be noted on the carrier’s delivery note at the time of receipt of Products. Any apparent defect attributable to transport (damage, missing items, loss, etc.) must be the subject of a written reservation made to the last known carrier, no later than two (2) days following receipt of Products. Client undertakes to comply with applicable export control regulations.

4. DELIVERY TIMING
Delivery times for Products and completion times for Services are provided for information purposes only. In the case of Services, these times depend in particular on the nature of the work, technical and scientific contingencies, and client’s cooperation. Under no circumstances shall any delay give rise to penalties, cancellation of the order or compensation, unless CHEM&FLOW has expressly agreed to this in writing. The timetables for the performance of Services may be adjusted in accordance with technical constraints, the results obtained and interactions with Client. CHEM&FLOW may, if necessary, rely on partners for the performance of certain services, under its responsibility. In the event of a delay attributable to Client (in particular failure to provide information, late approval, or unavailability), deadlines shall be automatically extended without CHEM&FLOW being held liable. Deliverables resulting from Services (reports, data, results, technical documents) shall be deemed to have been delivered upon their being made available to Client by any agreed means (in particular electronically). The risks associated with their use shall pass to Client upon such availability.

5. PRICE AND PAYMENT CONDITIONS
5.1. Prices are invoiced in euros excluding VAT or in any other currency as specified in a Quotation. They are quoted on an ex-works basis (EX WORKS INCOTERM 2020) unless otherwise specified in the Quotation. For the purposes of these GTC, prices are quoted net. The following are not included in the price: VAT, transport and/or insurance costs, customs duties and various taxes. Prices are set according to the economic conditions prevailing on the date of the order, and CHEM&FLOW reserves the right to amend them at any time, without notice, particularly in the event of a significant change in the cost of raw materials.
5.2. Regarding administrative processing fees, unless otherwise stipulated, any order with a total value of less than one thousand (1,000) euros excluding VAT shall be subject to a flat fee of one hundred (100) euros excluding VAT to cover the administrative processing costs of the order.
5.3. Regarding payment terms, CHEM&FLOW reserves the right to request a deposit from Client before commencing any production and/or to make the performance of Services conditional upon the prior payment of deposits or interim payments. Invoices shall be issued upon dispatch of Products from the factory. Unless otherwise stipulated in the contract, the payment term for sums due is set at the thirtieth (30th) day following the date of issue of the invoice. In any event, sales within France are subject to compliance with Article L.441-6 of the Commercial Code and, consequently, the agreed payment term may not exceed forty-five (45) days from the end of the month or sixty (60) days from the date of issue of the invoice. Export sales are subject to the payment terms set out in the Quotation or any other contractual document (pro forma invoice, supply contract, etc.). Notwithstanding the foregoing, if the risk of client default is no longer covered by a first-tier supplier credit insurer, CHEM&FLOW reserves the right to require cash payment for any current order or any new order.
5.4. In the event of non-payment of an instalment by the agreed date, the term shall be deemed to have lapsed automatically and without formalities, and the entire outstanding balance, whether already due or yet to fall due, shall become immediately payable in respect of both the order in question and all current orders. CHEM&FLOW further reserves the right to suspend all orders, including the performance of Services and ongoing deliveries, without notice or compensation. For Services of a continuing nature, CHEM&FLOW reserves the right to revise its prices in the event of changes in economic, technical or regulatory conditions affecting their performance.
5.5. Any sum not paid by the due date, including as a result of acceleration of the term, shall bear interest at a rate equal to the statutory interest rate plus ten (10) percentage points until full payment of the price has been made. Any sum not paid by the due date shall also give rise to the immediate payment of compensation for recovery costs, amounting to five hundred (500) euros. Unless otherwise stipulated, costs associated with the performance of Services (in particular consumables, raw materials, analyses, travel and subcontracting) shall be invoiced separately.
5.6 Any budget estimates provided are for guidance only. The final cost of Services may vary depending on the actual conditions of performance.
5.7 Services are invoiced in accordance with the terms set out in the Offer, which may include, in particular, invoicing on a time-spent basis, a fixed fee per project or invoicing by milestones.

6. CONTESTATION
Any invoice, as well as any deliverable or result arising from Services, which has not been disputed in writing within twenty (20) days of its receipt or provision, shall be deemed to have been accepted without reservation. Any dispute must be substantiated and accompanied by all relevant supporting documentation.

7. WARRANTY – RETURN
7.1 CHEM&FLOW shall deliver Products (i) the quantity, quality and type of which correspond to those specified in our Quotation or in the order accepted by CHEM&FLOW, (ii) the packaging or packing of which corresponds to that specified in the Offer or the Order Confirmation; and (iii) which comply with the contractual description and the technical characteristics set out in the product data sheet included in or referred to in the order (hereinafter the “Specifications”).
7.2 The term ‘lack of conformity’ (or the term ‘non-conformity’) covers a quality defect, non-conformity with the Specifications, and defects in the Product, packaging or packing. In assessing non-conformity, customary tolerances must be taken into account. Furthermore, the warranty applies only insofar as the Product has been used in accordance with best practice and general recommendations for use and storage. CHEM&FLOW does not guarantee the suitability of Products or the results of Services for any specific use envisaged by Client, nor their compliance with regulatory or industrial requirements specific to Client’s business.7.3. As said in article 3 above, Buyer is deprived of its right to claim an apparent defect if he is not notifying to CHEM&FLOW or the last known carrier such reserves, while defining the nature of defect, within a period of two (2) days from the date of delivery of the Products.
Beyond this period and failing to have issued reserves, Buyer will take the Products sold as they are, with no warranty applied by CHEM&FLOW for latent defects or defects related to Products, packaging or packing.
7.3. As stated above in Article 3, Client forfeits the right to claim for an apparent defect if they do not notify CHEM&FLOW or the last known carrier of any reservations, specifying the nature of the defect, within two (2) days of the date of delivery of Products. Once this period has elapsed and in the absence of any reservations, Client shall accept Products sold in their current condition, without any warranty from CHEM&FLOW for any defects or faults relating to said Products, their packaging and/or their condition. In the absence of reservations raised within the time limits set out in Article 6, Services and their deliverables shall be deemed to be in conformity and accepted.
7.4. CHEM&FLOW shall not be liable for any lack of conformity of which Client was aware or could not have been unaware at the time of the order. The warranties set out in this Article constitute CHEM&FLOW’s sole obligations regarding the conformity of Products and Services.
7.5. If Client has notified the lack of conformity within the time limits and in the manner provided for in Article 7.3, and if CHEM&FLOW’s technical services consider the complaint to be justified, CHEM&FLOW may, at its discretion, proceed with a) either the replacement of the non-conforming Product with a new Product at CHEM&FLOW’s expense, b) or refund the price invoiced and actually paid for a Product whose non-conformity has been established, (c) or offer a discount on future orders. Client shall not be entitled to claim any compensation for any other reason whatsoever.
7.6. Under no circumstances shall CHEM&FLOW be held liable for defects resulting from any modification or repair carried out by Client, from storage that does not comply with CHEM&FLOW’s instructions, from any instances of abnormal wear and tear, etc., this list being neither exhaustive nor restrictive.
7.7. At CHEM&FLOW’s request, Client must return to CHEM&FLOW any Product claimed to be non-compliant. The choice of carrier shall be at CHEM&FLOW’s discretion. All returns must be sent to the address provided by CHEM&FLOW to Client. If the product(s) prove to be in conformity with the order, CHEM&FLOW may return them to Client, at Client’s expense, without prejudice to any claim for damages.
7.8. Any Product returned without CHEM&FLOW’s consent shall be refused and shall not give rise to either a credit note or a refund.
7.9. With regard to Services, CHEM&FLOW undertakes to perform Services in accordance with best practice and applicable professional standards. No guarantee of results is provided, particularly in relation to research, development or industrial performance. The results obtained may vary depending on experimental conditions and uncontrollable parameters. Client is solely responsible for compliance with all regulations applicable to the use, storage, transport and implementation of Products and results of Services, particularly in relation to safety, environment and regulatory requirements.

8. LIMITATION OF RESPONSABILITIES
8.1. As a knowledgeable professional, Client has, prior to placing the order, carefully examined Products covered by the order, their Specifications and their compatibility with other components.
8.2. By placing the order, Client acknowledges that they have had access to all the information necessary to assess the suitability of the Product and/or Services for their needs.
8.3. Client expressly waives, both on their own behalf and on behalf of their agents and successors, as well as their insurers, in any capacity whatsoever, the right to bring any claim for, without this list being exhaustive, indirect or consequential damages, tangible and/or intangible, such as loss of equipment, business interruption, loss of production, loss of profit, loss of data or loss of use, resulting from or related to the delivery, operation and use of the Product, regardless of the identity of the person who has suffered such damage. CHEM&FLOW shall in no event be held liable for the consequences of the industrial, commercial or regulatory use of the results derived from Services.
8.4. Client undertakes to ensure that contractual limitations of liability set out in the GTC are enforceable against its insurers, its own clients and their insurers. CHEM&FLOW shall not be held liable for any consequences arising from the use of information, data or specifications provided by Client.
8.5. Client is responsible for verifying that Product ordered complies with the regulations applicable locally, in the places where they use or have the ordered products delivered.
8.6. Except in the case of willful misconduct or gross negligence on the part of CHEM&FLOW, CHEM&FLOW’s liability is expressly excluded in the event of: (i) Loss of the Product’s identity, condition or intrinsic quality resulting from a change to its original state (in particular its physical and/or chemical properties) caused by the reseller and/or the end user, (ii) Misuse of the product by Client, (iii) Incorrect use of the product or use that does not comply with professional standards of care and practice, or use beyond the expiry date, (iv) Storage that does not comply with instructions for use.
8.7. Any claim for damages against CHEM&FLOW must be brought within a maximum of twelve (12) months from the date of the event giving rise to the claim. In any event, CHEM&FLOW’s total liability, for all causes combined, is strictly limited to the amount actually received by CHEM&FLOW in respect of the order in question.

9. TITLE TRANSFER
9.1. Products remain the full and absolute property of CHEM&FLOW until the corresponding invoices have been paid in full, a condition which Client expressly accepts.
9.2. Payment shall be deemed to have been made upon receipt of the price; the handing over of a bill of exchange or any other instrument creating an obligation to pay shall not constitute payment within the meaning of this provision. With regard to deliverables arising from Services, no intellectual property rights or rights of use shall be transferred to Client until full payment of the sums due has been made.
9.3. Products may not be pledged or used as security without CHEM&FLOW’s authorization until the price has been paid in full. In the event of seizure of these products by a third party, Client must inform CHEM&FLOW immediately. In the event of non-payment, Client shall refrain from using, exploiting or disclosing any deliverables, results or data arising from Services.
9.4. Client may sell Products in the ordinary course of its business. All claims arising from such resale are hereby automatically assigned to CHEM&FLOW in settlement of Client’s outstanding debts. CHEM&FLOW reserves the right to suspend or prohibit the use of the deliverables in the event of non-compliance with the payment terms.
9.5. In the event of non-payment by any of the due dates specified in the order confirmation, CHEM&FLOW reserves the right to terminate the contract unilaterally. The termination shall be notified to Client in writing. Upon notification of the termination, Client shall be required to return Products without delay.
9.6. Products shall be stored at Client’s expense and risk. The above provisions do not preclude the transfer of risks to Client (in particular the risk of loss, deterioration and any damage caused by the products) upon dispatch from CHEM&FLOW’s warehouses.
9.7. Client shall assist CHEM&FLOW in taking all necessary measures to safeguard its rights.

10. TITLE TRANSFER
CHEM&FLOW shall be released from its obligations in the event of any circumstance beyond its control that prevents or delays the delivery of the Products and/or Services, which shall be deemed, for contractual purposes, a force majeure event. This shall apply, in particular, to events occurring at CHEM&FLOW or at its suppliers, such as: lockout, strikes, fires, floods, equipment failure, riots, war, epidemics, terrorist attacks, embargoes, accidents, transportation disruptions or delays, inability to obtain supplies, defects in raw materials, significant changes in the political situation in the customer’s country, or any other event beyond CHEM&FLOW’s control resulting in partial or total work stoppages at CHEM&FLOW or its suppliers. In the event of a force majeure event, CHEM&FLOW’s obligations shall be suspended for the duration of the event, without compensation. Performance deadlines will be extended accordingly, and any additional costs incurred will be subject to supplementary invoicing. If the force majeure event continues for more than thirty (30) days, either party may terminate the order as of right, without compensation, subject to payment for services already performed and costs incurred.

11. INTELLECTUAL PROPERTY
Each party retains exclusive ownership of its knowledge, know-how, methods, processes, tools, software, data and intellectual property rights existing prior to the contractual relationship. Client undertakes to respect all of CHEM&FLOW’s intellectual property rights, of which it declares to be fully aware. Client shall refrain from reproducing or causing to be reproduced, in whole or in part, the trademarks, designs and models or any other industrial property rights owned by CHEM&FLOW, on pain of legal action, and/or from disclosing to third parties any information of any kind whatsoever that would enable the total or partial reproduction of such rights. Unless expressly stipulated otherwise, all results, developments, improvements, data, inventions, processes and know-how arising from Services shall remain the exclusive property of CHEM&FLOW. CHEM&FLOW may grant Client a non-exclusive, non-transferable right to use the results, limited to its internal needs, subject to full payment of the sums due. Client shall refrain from any attempt to analyze, reproduce, reverse engineer or exploit Products or results of Services with a view to extracting the underlying processes, compositions or know-how. The methods, experimental protocols, operating conditions and, more generally, the know-how employed by CHEM&FLOW remain strictly confidential and are its exclusive property. CHEM&FLOW remains free to use, exploit, develop and capitalize on its know-how, skills, methods and knowledge acquired in the course of performing Services, provided that it does not disclose any confidential information specific to Client.

12. CONFIDENTIALITY
Each party undertakes to keep strictly confidential all information, of whatever nature (technical, commercial, financial, scientific), obtained in the course of the contractual relationship. Such information may only be used for the purposes of fulfilling orders and may not be disclosed to third parties without the prior written consent of the other party. This obligation shall apply throughout the duration of the contractual relationship and for a period of five (5) years following its expiry. Information that has entered the public domain, is already known to the receiving party, has been lawfully obtained from a third party, or whose disclosure is required by law or a competent authority shall not be considered confidential.

13. GENERAL PROVISIONS
GTC are drawn up in French; this version shall prevail in the event of any discrepancy with a translation. Should one or more provisions of these Terms and Conditions prove to be void, unlawful or unenforceable, the remaining provisions shall not be affected or impaired in any way and shall remain in full force and effect, the parties undertaking to replace the invalid provision with a valid provision that reflects the original intention as closely as possible. CHEM&FLOW reserves the right to assign to third parties the rights and/or obligations towards Client arising from the contractual relationship. The fact that CHEM&FLOW does not, at any given time, rely on any of the provisions shall not be construed as a waiver of the right to rely on them at a later date. These GTC, together with the associated contractual documents, constitute the entire agreement between the parties and supersede any prior agreement having the same subject matter. In the event of any conflict between these GTC and any specific contractual document signed between the parties (including, in particular, an offer, framework agreement, confidentiality agreement or specifications), the latter shall prevail, subject to express acceptance by CHEM&FLOW. Only specific terms and conditions of sale and/or any amendments duly signed by CHEM&FLOW may cancel, derogate from and/or replace these GTC.

14. JURISDICTION CLAUSE
The relationship between CHEM&FLOW and Client is governed by French law, which is the sole applicable law; it is, however, specified that the Vienna Convention on the International Sale of Goods shall not apply to the commercial relations established hereunder. The parties shall endeavor to resolve any dispute amicably, in particular through negotiation or mediation, prior to any legal proceedings. Where Client is located in France and in the absence of an amicable settlement of the dispute within thirty (30) days of one Party notifying the other of a dispute, the Commercial Courts of Paris (France) shall have exclusive jurisdiction to hear all disputes arising from the application of these GTC, as well as from their performance or interpretation, even in the event of third-party proceedings or multiple defendants. Where Client is located outside France and in the absence of an amicable settlement within the aforementioned period of thirty (30) days, all disputes arising from or in connection with these GTC shall be finally settled in accordance with the said Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more appointed arbitrators. The seat of arbitration shall be Nantes and the language of the arbitration shall be English.