1. Validity of the GTC

1.1. General Terms and Conditions. These general terms and conditions of the Company (hereinafter referred to as the "GTC") apply to all deliveries of Goods by the Company exclusively for scientific research and development purposes (in vitro), as well as to any other related contractual relationship between the Company and Customers (for example, the creation of a Customer Account). The Customer is also authorized to order and take delivery of the Goods in person at the Company's registered office, with the provisions of these GTC applying by analogy to this method of purchasing Goods.

1.2. GTC and Orders. These GTC are an integral part of Orders placed by Customers in the Online Store and apply in their entirety, except where otherwise agreed in writing between the Company and the Customer in an individual Order. In the event of divergence or conflict between the regulation of the reciprocal rights and obligations of the Company and the Customer contained in these GTC and in a separate Order, the derogating provisions contained in the Order shall prevail over the wording of the GTC, and only to the extent of the derogating provision. Any general terms and conditions of the Customer shall not apply to the mutual relations between the Customer and the Company, even if the Company provides the Customer with unconditional performance on the basis of the Order.

1.3. Amendments to the GTC. These GTC are published in the Online Store, allowing for their archiving and reproduction by the Customer. Amendments or modifications to these GTC are only valid and effective if they have been confirmed in writing by the Company, with the Customer and the Company agreeing that the Company is authorized to unilaterally terminate, amend, or supplement these GTC and to notify the Customer of such amendment to the GTC, the Customer being required to review the GTC as so amended; the publication of the amended GTC in the Customer Account or in another part of the Online Store with a notice regarding the amendments to the GTC (for example, by indicating the date of their update) shall also be considered as notice of the amendment to the GTC. In the event that the Customer does not accept the amended GTC, the Customer must express this in writing (a message sent to the email address is sufficient: info@genhelixoptima.com) no later than 5 calendar days from the date of notice of the amendment to the GTC, in which case it is for the Company to fully accept the Customer's reservations and confirm the application of the original version of the GTC, or to negotiate with the Customer special provisions derogating from the amended version of the GTC, or to insist on the amended GTC, in which case the Customer has the right to unilaterally terminate the Contract with immediate effect within 14 calendar days from the date of receipt of the Company's notice indicating that the Company insists on the amendment of the GTC.

1.4. No provision to third parties. The warranties and other obligations of the Company arising from the Contract arise only towards the Customer and for its sole benefit. Unless otherwise provided by binding legal regulations, no other person or entity shall be considered a third party to whom the Company would provide any performance, claim, or other right under the Contract, nor shall they otherwise be entitled to receive or assert any performance, claim, or right against the Company in connection with the Contract.

2. Definitions

2.1. The following terms have the meanings defined below:

• "Contract" means the contract concluded between the Contracting Parties, which has been formed in accordance with Art. 4 of these GTC and includes all contractual arrangements concluded between the Contracting Parties, including the Order and these GTC.
• "Commercial Code" means the commercial code of the Member State where the Company is established, as amended.
• "Company" désigne GenHelix Optima Lab, www.genhelixoptima.com
• "Confidential Information" means non-public information that is disclosed and, at the time of disclosure, is identified as confidential or should reasonably be considered confidential or exclusive given its nature and/or the circumstances surrounding its disclosure, in particular information on specifically granted discounts, the manner of handling claims arising from liability for damages or defects, or other conditions and arrangements specifically proposed between the Company and the Customer.
• "Content" means any text, file, graphic, media, data, information, and any other content of the Online Store, including the Customer Account.
• "Contracting Party" means the Company and the Customer, jointly or individually, as the case may be.
• "Customer Account" means a unique user account assigned to a person after their Registration in the Online Store. The creation of a Customer Account is necessary to order Goods in the Online Store.
• "Customer" means a Customer registered in the Online Store who wishes to receive Goods; the Customer is always and exclusively a legal entity or a natural person over 18 years of age who, when concluding and executing the Contract, acts within the framework of their commercial, professional, or employment activity; until the time of Registration, a Customer is considered to be a person who has visited the Online Store and wishes to register.
• "Online Store" means the online store operated by the Company on the website at the URL: https://www.genhelixoptima.com/ and all its sub-pages.
• "Goods" means the goods offered by the Company in the Online Store for scientific research and development purposes (in vitro).
• "Order" means the online form displayed to the Customer in the Online Store in accordance with Article 4.2 of the GTC, which the Customer fills in and submits to order the Goods.
• "Price" means the purchase price of the Goods that the Customer is required to pay to the Company, the amount or method of determination of which is specified in the Order.
• "Registration Form" means the online registration form available in the Online Store under "LOGIN" and "Create an account."
• "Registration" means the creation of a Customer Account in the Online Store in the sections "LOGIN" and "Create an account."
• "VAT" means value added tax.

3. Registration and connection to the Customer Account

3.1. Registration. If the Customer wishes to purchase Goods via the Online Store, the Customer is required to register in the Online Store and create a Customer Account in the sections "LOGIN" and "Create an account". For the purposes of Registration, the Customer is required to provide the Company with all data necessary for the creation of a Customer Account as specified in the Registration Form. The Customer must provide all information in a correct, truthful, current, and complete manner and, in the event of any changes, inform the Company immediately, no later than 24 hours after the change occurs. The Company reserves the right to verify the accuracy, truthfulness, and completeness of the information provided by the Customer during Registration and to decide whether or not to create a Customer Account. Any breach of the Customer's obligation under this clause of the GTC authorizes the Company to refuse, terminate, or suspend the delivery of Goods, as well as the Customer's access to the Online Store or Customer Account, such refusal, termination, or suspension not being considered a breach of the Company's obligations and the Customer having no claim against the Company for this reason.

3.2. Customer Account password and protection. When registering and creating a Customer Account, the Customer sets a unique password that authorizes the Customer to access the Customer Account. The Customer has the right to change the generated password in the Customer Account profile. In the event of forgetting the password, the Customer is entitled to request the generation of a new password. The Customer is responsible for the confidentiality of their Customer Account (in particular the security of the password) and for all activities carried out in or through this Customer Account; in the event of a breach of the integrity of the Customer Account (including loss of the password), the Customer is required to inform the Company of this fact immediately, no later than 24 hours after such a breach occurs. The Company is not responsible for unauthorized interference with the integrity of the Customer Account, caused by the loss of the password or disclosure of the password and/or the content of the Customer Account to a third party by the Customer.

3.3. Login to the Customer Account. A duly registered Customer is authorized to log in to their Customer Account at any time. The Customer is required to use the Customer Account when submitting Orders, as well as for the purpose of changing data in the profile or using other functionalities that the Customer Account currently offers. The use of the Customer Account is governed by the rules set out in these GTC; any other use of the Customer Account will constitute a material breach of these GTC. It is not permitted to share or resell access to the Customer Account to a third party.

3.4. Termination of the Customer Account. The Company is authorized to terminate the Customer Account in the following cases: (a) if the Company finds that the Customer has provided incorrect, false, or incomplete data, (b) if the Customer has not logged into the Customer Account for more than 5 years, (c) if the Customer requests termination of the Customer Account, or (d) in other cases provided for by these GTC or binding legal regulations. The Customer is entitled to request the Company to terminate the Customer Account at any time by sending a request to the email address info@genhelixoptima.com. If the Customer has ordered Goods, the Company will inform the Customer and at the same time advise them that termination of the Customer Account will only take place after proper performance of the Contract.

3.5. Effects of termination of the Customer Account. Upon termination of the Customer Account, the Company will delete all Content relating to the Customer and the Customer Account, and the Company is not obliged to retain this Content for future use. This does not affect the Company's right and obligation to retain certain information and data in accordance with binding legal regulations (for example, for tax and accounting purposes).

3.6. Statements regarding the Online Store and the Customer Account. Access to the Online Store and use of the Customer Account are provided "as is" and the Company does not warrant that the Online Store and the Customer Account will (a) be continuously available or uninterrupted; (b) be free of defects, errors, incidents, viruses, or harmful components; (c) meet the requirements, expectations, and specifications of third parties; (d) operate with any hardware or software. Except for cases expressly mentioned in these GTC, the Company provides no other warranty regarding the Online Store, the Customer Account, or other conditions and hereby excludes any other warranty, whether express, implied, or statutory, including, but not limited to, warranties regarding title of use, non-infringement of rights and compliance with obligations, quality, reliability, or fitness for a particular purpose. If rights or remedies under a law are mandatory, they will be exercised in accordance with that law, procedures, and limitations expressly provided for by that law.

4. Order and conclusion of the Contract

4.1. Offer. The Company publishes in the Online Store information about the Goods offered, their price, and the costs associated with their sale and delivery. The publication of the offer in the Online Store cannot be considered as a proposal by the Company to conclude the Contract, the data provided by the Company in the offer being merely indicative and only becoming binding upon express Confirmation of the Order by the Company.

4.2. Instructions of the Company. The Company sells the Goods only and exclusively for scientific research and development purposes (in vitro) and these Goods may not be used for any other purpose. The Company expressly warns the Customer that the chemical substances (peptides) sold by the Company via the Online Store:

1. cannot be used as a medicine, active substance, or active substance that is a starting material for the manufacture of a human medicinal product or a veterinary medicinal product, nor as a medical device, nor for diagnostic or therapeutic purposes of any kind whatsoever;
2. are not intended and must not be used for human consumption, i.e., they are not foodstuffs or food supplements, and there is no reasonable assumption that the chemical substances will be or could be ingested by humans, the Company warning the Customer of this restriction;
3. are not a cosmetic product or a substance intended to be used for the manufacture of a cosmetic product, i.e., they are not intended to come into contact with external parts of the human body (skin, hair systems, nails, lips, and external genital organs) nor with teeth and the oral cavity; the purpose of use is not to clean external parts of the human body, teeth, and mucous membranes, to perfume them, modify their appearance, protect them, keep them in good condition, or adjust body odor;
4. are not intended and cannot be used by athletes or any other person in the context of sporting activity, nor used in any other way related to sporting activities in accordance with binding legislation in the field of sport, in particular, but not limited to, cannot be transported, transited, stored, offered, sold, supplied, or given to an athlete or another person in the context of sporting activity;
5. must not be used on humans or animals in any other similar way;
6. are not considered to have an anabolic or other hormonal effect specified by the legislation of the relevant Member State;
7. even if the positive and negative effects of the Goods (chemical substances sold) are described in the Online Store on the website www.genhelixoptima.com in the "PRODUCT INFORMATION" section, this does not in any way mean that the chemical substances are intended for human consumption or for purposes other than scientific research and development (in vitro); the Company expressly emphasizes hereby that it is necessary to conduct further studies, research, or analyses on the chemical substances and that the information provided by the Company serves only and exclusively for this necessity.

4.3. Customer's declarations. When submitting an Order, the Customer is required to click the button "I accept the buyer's declaration and its unconditional compliance", thereby confirming the Customer's status as an authorized Customer in accordance with these GTC, in particular that:

4.3.1. is a natural person over 18 years of age, a natural person - entrepreneur, or a duly established and existing legal entity, who possesses the necessary professional knowledge and experience for handling the Goods and whose title or professional position corresponds to the purpose of scientific research and development (in vitro), declaring that the Customer will use the Goods solely and exclusively for scientific research and development purposes (in vitro) and at the same time ensure compliance with all conditions and prerequisites established by binding legal regulations for such activities, particularly in the area of material and personnel equipment;

4.3.2. is not a consumer and, as a natural person, acts when concluding and performing the Contract within the framework of their commercial, professional, or employment activity. In the event that the Customer, as a natural person, should not act within the framework of their commercial, professional, or employment activity when concluding and performing the Contract, and would therefore be considered a consumer, the Customer is required to inform the Company of this fact in advance before the binding submission of the Order for Goods. At the same time, the Customer confirms that the Company does not in any way incite or otherwise motivate them to pose as an entrepreneur, person exercising a profession, or employee at the time of concluding and/or performing the Contract. In the event that the Customer misleads the Company as to their consumer status, the Customer acknowledges that the Company will claim that the Customer does not benefit from consumer status and consumer protection under binding legal regulations.

4.3.3. has been duly informed that the Goods cannot be used for purposes other than scientific research and development (in vitro). The Customer declares that they purchase the Goods and will use them in the future solely for scientific research and development purposes (in vitro). The Customer undertakes that the chemical substances (peptides) sold by the Company:

1. will not be used as a medicine, active substance, or active substance that is a starting material for the manufacture of a human medicinal product or a veterinary medicinal product, nor as a medical device, nor for diagnostic or therapeutic purposes of any kind whatsoever; nor will they be used in human clinical trials, administered to humans in the context of an experiment, investigation, or research activity, nor supplied or otherwise made available to a third party for use in human research;
2. will not be used for human consumption, i.e., as food or food supplements, while ensuring that there is no reasonable assumption that the chemical substances will be or could be ingested by humans, given the Company's explicit warning in this regard;
3. will not be used as a cosmetic product or as a substance intended to be used for the manufacture of a cosmetic product, since they are not intended to come into contact with external parts of the human body (skin, hair systems, nails, lips, and external genital organs) nor with teeth and the mucous membranes of the oral cavity, and the purpose of their use is not the cleaning of external parts of the human body, teeth, and mucous membranes, perfuming them, modifying their appearance, protecting them, keeping them in good condition, or adjusting body odor;
4. will not be used by an athlete and that they will not transport, transit, store, offer, sell, supply, or give substances to an athlete or any other person in the context of sporting activity, nor use them in any other way related to sporting activities in accordance with binding legislation in the field of sport;
5. will not be used in any other similar way on humans or animals;
6. as well as any information provided by the Company before the conclusion as well as during the performance of the Contract, will be used solely and exclusively for scientific research and development purposes (in vitro) and will not disseminate these chemical substances and information in a way other than presenting that they are intended to be used for scientific research and development (in vitro).

4.3.4. acknowledges that certain risks are associated with the handling, use, export, import, and distribution of the Goods. The Customer declares that they have fully informed themselves and are fully familiar with the relevant legislation of the Member State where they are established, of the European Union, as well as of the delivery State of the Goods related to the purchase, import, export, use, handling, and distribution of the Goods, the health and safety risks associated with handling the Goods, the industrial hygiene rules necessary for the protection of workers, and the obligation to adequately warn third parties of the health and safety risks associated with the Goods. In the event that the Goods cannot be delivered to the requested country based on the relevant legislation of that State, the Customer is responsible for any damage suffered by the Company in connection with the delivery and return of the Goods. The Company is not required to know the relevant laws of the delivery State regarding the import, export, distribution, and handling of the Goods. If the Customer wishes to conclude a Contract with the Company for the delivery of Goods, it is their duty to familiarize themselves with the relevant legislation of the relevant Member State, the European Union, and the delivery State, and the possibility of importing the Goods into the requested State, and to explicitly inform the Company of any restrictions.

4.3.5. has duly familiarized themselves with the criminal consequences resulting from the unauthorized handling of substances with anabolic or other hormonal effects and is aware of the constituent elements of this offense, in particular that a person who manufactures, imports, exports, transports, offers, sells, supplies, or gives to another person a substance with anabolic or other hormonal effects under special regulations for non-therapeutic purposes indicated by a physician, or who facilitates such activity, as well as those who illegally possess such substances in larger quantities, may commit the crime of unauthorized handling of substances with anabolic or other hormonal effects. The Customer declares that in connection with the purchase of Goods from the Company, they will not commit the crime of unauthorized handling of substances with anabolic or other hormonal effects, nor any other crime.

4.3.6. will test, use, import, export, distribute, and place the Goods on the market only in accordance with the relevant legislation of the State concerned, these GTC, and the experience acquired in the field.

4.3.7. the Goods will only be handled by qualified and duly trained persons who will be involved in scientific research and development (in vitro).

4.4. Reservations of the Company. In accordance with the Customer's declarations, the Company assumes that the Customer knows the characteristics, possibilities of use, handling and storage conditions of the Goods, as well as the legislation relating thereto. The Company does not provide any advice, consultation, or information to the Customer regarding the properties, possibilities of use, handling conditions, and related legislation, except for those published on the Online Store site. The Customer purchases, uses, imports, exports, distributes, and conducts any other scientific research and development (in vitro) with the Goods at their own risk. The Company cannot be held liable for any damage or injury that may result from improper use of the Goods, negligence, misuse, or any other unforeseeable circumstance, whether invoked by the Customer or a third party under the Contract, liability for damages, or any other legal ground. The Company assumes no liability in the event of a violation of criminal law by the Customer. The Customer declares that they will be liable for any damage suffered by the Company or a third party as a result of handling the Goods, their import, export, distribution, or other use in a manner contrary to these GTC. The Company does not in any way tolerate the misuse of the Goods sold. The Company is authorized to refuse to sell the Goods to a person if the Company has reason to believe that this person does not meet the conditions set out in these GTC or if the Company has reason to believe that the Goods will be used in violation of these GTC, relevant legislation, or the purpose of the sale. However, the above reservation should not be interpreted as obliging the Company to determine, verify, or otherwise inspect the circumstances under which the Customer purchases the Goods supplied by the Company, the Company declaring that it relies on the truthfulness and completeness of the Customer's declarations under this article of the GTC.

4.5. Order. If the Customer wishes to purchase Goods whose offer is published in the Online Store, the Customer selects the desired Goods item from the Goods offer, by clicking on the relevant Goods item and the "ADD TO CART" button. The Customer is authorized to continue browsing the Goods offer and to mark other Goods items offered in the Online Store in the same way. After completing the selection of relevant Goods items and if the Customer wishes to proceed with a binding Order for the selected Goods items, the Customer clicks the button located in the upper right part of the Online Store, marked as "CART", and then the Customer receives summary information about the Goods that the Customer wishes to purchase. At this stage, the Customer is authorized to delete and add Goods items or modify their quantity. If the Customer has completed the selection of Goods items, the Customer continues to fill in the Order by logging into the Customer Account and selecting the delivery and billing address, the required shipping method, and the payment method (bank transfer, cash on delivery, secure online card payment). In this section, the Customer will also click the button "I accept the general terms and conditions and undertake to comply with them unconditionally", which will confirm the wording of these GTC and the willingness to be bound by them, as well as the button "I accept the buyer's declaration and undertake to comply with it unconditionally", thereby confirming the truthfulness of the Customer's declarations set out in these GTC (marked in the Order as "BUYER'S DECLARATION"). If the Customer has questions or uncertainties regarding the content of the "BUYER'S DECLARATION", the Customer is authorized to contact the Company at any time before the binding submission of the Order. The Customer's Order is sent to the Company at the moment they click the "Binding Order" button. The Customer has the opportunity to check and, if necessary, correct the Order at any time before its binding submission.

4.6. Acceptance and confirmation of the Order. The Company will send the Customer a confirmation of the creation of the Order to the email address indicated in the Order, the Company then verifying the availability of the various items of the Goods ordered, as well as the Company's ability to deliver the Goods to the Customer correctly and in a timely manner in accordance with the Order; based on the relevant verification, the Company confirms the Order (hereinafter referred to as "Order Confirmation") or informs the Customer of the impossibility of delivering the Goods and cancels the Order. The conclusion of the Contract, and therefore the existence of specific rights and obligations of the Contracting Parties in relation to the Goods concerned, occurs only at the time of the Order Confirmation by the Company.

4.7. Subsequent communication. If necessary, all other information regarding the Order, in particular information on its verification, the invoice, or other related documents, will be sent to the Customer's email address.

4.8. Fundamental obligations of the Customer under the Contract. In particular, the Customer is required to: (a) provide in the Order solely and exclusively truthful, complete, and correct data and information; (b) take delivery of the Goods properly and in a timely manner; (c) pay the Company the agreed Price on the due date, including the costs of delivery of the Goods, unless otherwise agreed by the Contracting Parties; (e) use the Goods in accordance with these GTC exclusively for scientific research and development purposes (in vitro); (f) handle the Goods, import, export, distribute, and otherwise use them only in accordance with the relevant legislation of the respective delivery State, the Contract, and these GTC.

5. Prices and payment terms

5.1. Price. All prices for Goods indicated in the Online Store are final, and VAT is added in accordance with applicable tax regulations (depending on the selected country of delivery of the Goods), the Price also including the packaging costs of the Goods. The Company is a VAT taxpayer.

5.2. Costs not included in the Price. The Price does not include the costs of delivery of the Goods and payment of the Price, the amount of these costs (if any) always being displayed to the Customer when filling in the Order, the Customer therefore being informed of the amount of these costs before sending the Order. In the event that the transport or payment conditions change, or if the Customer requests special transport or payment conditions with the Company's agreement, the Customer is responsible for the associated costs and risks.

5.3. Discount on the Price. The granting of any discount on the Price to the Customer is only possible on the basis of a prior express written agreement of the Contracting Parties.

5.4. Right to payment of the Price and its due date. At the time of sending the Order, the Customer is required to pay the Price of the Goods. The Company issues and sends an invoice or other tax document to the Customer without undue delay after payment of the Price, electronically to the Customer's email address indicated in the Order. In the case of personal ordering of the Goods, confirmation of payment of the Price will be given to the Customer in person, or sent to the email address indicated by the Customer. If the Customer does not receive an invoice for the Goods delivered by the Company within 15 days of their scheduled delivery, the Customer is required to inform the Company. The method of payment of the Price is chosen by the Customer in the Order, from among the methods currently offered in the Online Store; when paying the Price, the Customer follows the Company's instructions indicated in the Order or in the related communication. Payment costs are entirely borne by the Customer.

5.5. Late payment of the Price. In the event of the Customer's delay in paying the agreed Price or part thereof, the Company is entitled to demand from the Customer payment of a contractual penalty of 0.05% per day of the amount due for each day of delay. This does not affect the Company's right to full compensation in addition to the agreed contractual penalty and the right to withdraw from the Contract.

5.6. Allocation of payments on account. Payments received from the Customer will be preferentially allocated to the payment of contractual penalties and statutory late interest, and only then to the principal of the claim, regardless of any different determination by the Customer. If the Customer has several monetary obligations towards the Company, the payment will first relate to the obligation whose performance is not secured or is the least secured, otherwise to the obligation due first, regardless of any different determination by the Customer.

5.7. Set-off. The Customer is not authorized to unilaterally set off any of their claims against the Company's claim.

5.8. No withholding of payment and no interruption of delivery of Goods. The Customer is not authorized to withhold payment of the agreed Price to the Company on the grounds that there is a claim for the Goods delivered by the Company or claims for damages. If the Customer is late in paying any claim of the Company, the Company, until all due and unpaid claims of the Company against the Customer have been fully settled, is not required to deliver other Goods to the Customer, even if a Contract has been concluded between the Contracting Parties under which the Company is to deliver the Goods to the Customer.

5.9. Right to reimbursement of the Price and delivery costs of the Goods. Reimbursement of the Price or part thereof, as well as delivery costs of the Goods, will be made exclusively in cases expressly provided for in these GTC or arising from binding legal regulations, or if the Company specifically agrees with the Customer, for example via customer service. The Price may also be refunded within the framework of the complaint procedure or in the event of withdrawal from the Contract in accordance with these GTC. The mere fact that the Customer requests such a refund does not in itself create any right to its realization.

6. Place and delivery time of Goods

6.1. Place of delivery of Goods. The place of delivery of the Goods is the Customer's registered office or another delivery address indicated in the Order, or separately agreed between the Contracting Parties. The Company determines all delivery conditions, including transport, route, as well as the person of the sender or carrier, unless otherwise stated in the Order, the Company also being authorized to ensure delivery of the Goods by its own workers and means of transport. In the event that the Goods are not delivered to the Customer, the Company fulfills the obligation to deliver the Goods by allowing the Customer to handle the Goods at the Company's registered office or at another place indicated by the Company (e.g., its warehouse).

6.2. Obligations of the Customer upon delivery of the Goods. The Customer is required to take delivery of the Goods delivered to the place of delivery and to provide the Company with all cooperation required by it. The Customer is required to check the condition of the delivered Goods, including the quantity, quality, manufacture, and packaging of the Goods, upon receipt of the Goods, with subsequent claims not being taken into account. From the moment the Goods are handed over for transport to the carrier, the carrier is responsible for any damage. For this reason, it is necessary for the Customer or a person authorized by the Customer to check, upon receipt of the Goods, whether the packaging in which the Goods are packed is damaged. In the event of damage, it is necessary to refuse to accept the Goods or to take delivery of the Goods and to draw up a report of the defects detected caused during transport with the carrier directly on site. In the event that the Customer takes delivery of the Goods despite obvious damage to the packaging, the Company may not accept subsequent claims for this reason. The Customer is required to confirm receipt of the Goods on the delivery note or on another confirmation presented by the Company or the carrier (e.g., a handover report). If receipt of the Goods is expressly agreed between the Company and the Customer at the place indicated by the Company (e.g., at the Company's warehouse) and the Goods are therefore not sent, the Customer is required to take delivery of the Goods without undue delay after receiving the Company's notification informing the Customer that they may dispose of the Goods, exclusively at the designated place of the Company and on the basis of the handover report confirmed by the Customer. In this case, the Customer bears all costs related to the receipt of the Goods in accordance with this clause of the GTC.

6.3. Delivery time. Unless otherwise agreed in writing between the Contracting Parties, the delivery times notified by the Company (indicated for example in the Order Confirmation) are provisional and non-binding, and the Company is required to deliver the Goods within a reasonable time, generally within 10 working days from the date of the Order Confirmation and payment of the Price, determined taking into account the nature of the Goods, the place of delivery to the Customer, the time of previous delivery of the Goods by its manufacturers or suppliers, as well as other circumstances likely to affect the Company's delivery time. The delivery time begins on the day of the Order Confirmation, unless otherwise agreed between the Contracting Parties. The delivery time does not run during the period when the Customer is in breach of their obligations and/or does not provide the Company with the cooperation requested by it. The Company is authorized to deliver the Goods at any time during the delivery time, the Customer being required to accept this performance and not being authorized to refuse it. The Company is also authorized to provide the Customer with a partial performance, the Customer being required to accept this partial performance.

6.4. Exclusion of delay in delivery of Goods. The Company is not in delay in delivering the Goods if the delivery time has not been met by the Company due to: (a) an event caused by a case of force majeure or (b) a circumstance resulting in that timely performance cannot reasonably be required of the Company (in particular due to stock shortage, unavailability of Goods, withdrawal of Goods from sale by the manufacturer or a public institution, or delays in customs or other procedures) or (c) any other circumstance occurring without the Company's intentional fault. If performance becomes impossible or difficult under these circumstances, or if the purpose of the Contract is compromised, the Company's obligation to provide performance under the Contract expires, without any counter-right of the Customer; for the avoidance of doubt, the Contracting Parties agree to exclude the application of the corresponding provisions of the applicable commercial code. However, in this case, the Company is required to reimburse the Customer for the Price already paid for the undelivered Goods within a reasonable time in the same manner as the Customer used for payment, or in another suitable form, such as a bank transfer. The delivery costs of the Goods are not refundable if the Company has already unsuccessfully attempted to deliver the Goods in the meantime (up to the time of termination of the Contract), or has started the process of their delivery (e.g., by ordering transport).

6.5. Price and delivery costs of Goods in the event of impossibility of delivery of Goods. In the event that: (a) the Customer designates as the place of delivery of the Goods an address in a State other than that where the Company is established, but the Goods cannot be delivered to the requested State on the basis of the relevant legislation of that State, (b) delivery proves impossible due to non-compliance with customs clearance conditions (including seizure of the Goods by customs authorities or other entities) or (c) delivery proves impossible for other reasons attributable to the Customer (e.g., due to an incorrect address, failure to collect the parcel within the collection period, refusal of the parcel, etc.), the Customer is responsible for any damage suffered by the Company in connection with the shipment and return of the Goods. In the event of return of the Goods for the above reasons, the Company will reimburse the Price to the Customer after deduction of the delivery and return costs of the Goods within 3 working days following the return of the Goods by bank transfer, unless otherwise indicated by the Company (e.g., a reshipment of the Goods to the Customer at the latter's expense). If the returned Goods are damaged or devalued, the Company is not required to reimburse the Customer for the Price nor the delivery and return costs of the Goods.

6.6. Storage of Goods and other claims of the Company. In the event of a delay in the delivery of the Goods for which the Company is not responsible in accordance with clauses 6.3 and 6.4 of the GTC, the Company is authorized to store the Goods at the Customer's expense and the Company is further authorized to dispose of them at its discretion, in which case the Customer is required to pay the Company all associated costs and expenses, including storage, repackaging, return costs, etc. If the Goods are not collected even upon further request from the Company, the Company is authorized to sell the Goods or otherwise dispose of them at its discretion at the Customer's expense; this does not affect the Customer's obligation to pay the Price of the Goods nor the Company's right to assert its other claims arising therefrom.

6.7. Authority to terminate the delivery of Goods. If the Company has reason to believe that the Customer is unable to fulfill their obligations towards the Company, the Company is authorized to terminate the delivery of the Goods.

7. Transfer of title and risk of damage

7.1. Transfer of title. The delivered Goods are the exclusive property of the Company until the following conditions are cumulatively met: (a) full payment of the agreed Price in its entirety and (b) proper receipt of the Goods by the Customer.

7.2. Transfer of risk of damage. The risk of damage and/or accidental destruction of the Goods, unless otherwise agreed or provided for in these GTC, passes to the Customer upon delivery to the Customer. In accordance with this clause of the GTC, delivery to the Customer is considered not only the actual handover of the Goods to the Customer, but also the possibility given to the Customer to handle the Goods or the handing over of the Goods for transport to the first carrier or the delivery of the Goods to the Customer in another manner. If the Customer is late in not taking delivery of the Goods or in not providing the necessary cooperation to the Company to fulfill its obligation, the Company is entitled to claim compensation for the damage suffered from the Customer, with the risk of damage to the Goods passing to the Customer during the period of such delay, even if the goods have not actually been delivered to the Customer.

8. Compensation

8.1. Liability of the Company for damages. As it is not reasonable to assume that the Customer's breach of obligations could result in damage exceeding the Price of the Goods that the Customer has already paid to the Company up to the time of the damage, the Company is required to compensate the Customer for damage caused by a culpable breach of its obligations up to the amount of the Price that the Customer has already paid as the agreed Price for the delivery of the Goods up to the time of the damage to the Company.

8.2. Liability of the Customer for damages. The Customer is liable for any damage caused to the Company's property due to a breach of its obligations in its entirety, even in the presence of circumstances excluding liability. The Customer is required to compensate the Company for the damage immediately after the Company has requested the Customer in writing to fulfill this obligation.

9. Claims for defects in Goods

9.1. Liability for defects. The Company is liable for defects in the delivered Goods that existed at the time of their handover to the Customer. The Company is not liable for defects that the Customer knew about at the time of handover of the Goods or that, given all the circumstances, they should and could have known. The Company is also not liable for defects caused by: (a) mechanical damage to the Goods, (b) use or storage of the Goods contrary to the conditions of use, (c) use of the Goods under conditions not corresponding to their temperature, humidity, chemical and mechanical impact of the environment, (d) improper handling or negligence in the care of the Goods, or their excessive use, (e) natural elements or other cases of force majeure, (f) use of the Goods for purposes other than scientific research and development (in vitro), (g) breach of the Customer's obligations under the Contract.

9.2. Detection and exercise of liability for defects. Upon receipt of the Goods from the Company, the Customer is required to properly inspect them and to report in writing any defects found in the delivered Goods no later than 2 working days from the day on which the Customer should have discovered the defect by exercising professional diligence during inspection (applies to apparent defects and quantity defects), but no later than 1 month from the time of delivery of the Goods (applies to hidden defects). If the Goods have been delivered on the basis of a handover report, the Customer is authorized to claim defects that can be detected during inspection of the Goods no later than in that handover report, with any subsequent claim for such defects being excluded. In the event that the Customer fails to fulfill these obligations properly and in a timely manner, the delivery of the Goods by the Company is deemed to have been correct and performed in a timely manner and any claim by the Customer for defects expires. Similarly, if the Customer is late in providing necessary cooperation for the delivery of the Goods or refuses without valid reason to accept the performance duly offered by the Company or part thereof, the Company is authorized to unilaterally sign the delivery confirmation, with the delivery of the Goods being deemed to have been received by the Customer and the Goods being deemed delivered without any defects.

9.3. Method of claiming a defect. The Customer is required to claim the defect in writing, either on paper at the address: [address to be inserted], or by email to info@genhelixoptima.com. For this purpose, the Customer may use the claim protocol prepared by the Company, available upon request.

9.4. Return of Goods. The Customer is not authorized to send back (return) the Goods to the Company without prior express instruction from the Company. By returning the Goods, due to their specific nature, they could be devalued and damaged. In the event that the Customer returns the Goods to the Company without having previously agreed with the Company on the procedure for handling the claim and without having asked the Company to return the Goods in advance, the Customer is liable for the damage suffered by the Company.

9.5. Method of remedying a defect. In the event that the Goods have a defect, the Company is required to remedy the defect in a manner at the Company's discretion, including, but not limited to, providing replacement Goods or delivering missing Goods or granting a reduction in the Price. The Company is required to remedy the defect in one of the ways within a reasonable time set by the Company for this purpose and notified to the Customer. In the event that the defect is not remedied correctly and in a timely manner by the Company and the Contract is materially breached, the Customer is authorized to withdraw from the Contract or request a reduction in the Price, with the Customer being required to inform the Company of the exercise of such a claim no later than 3 working days from its occurrence, failing which it will expire. If the defect is not remedied correctly and in a timely manner and the Contract is breached in a non-material way, the Customer is authorized to request only a reduction in the Price, with the Customer being required to inform the Company of the exercise of such a claim no later than 3 working days from its occurrence, failing which it will expire. For the avoidance of doubt, claims do not concern the delivery costs of the Goods and the Customer is not authorized to request a reduction in these costs; any reduction may apply exclusively to the Price of the Goods.

9.6. Costs. In the event that the Customer informs the Company of a defect for which, in the Customer's opinion, the Company is liable, and the Customer does not establish the said defect, the Customer is required to reimburse the Company for all work performed in connection with the claim, as well as all related expenses and costs.

9.7. Cooperation. If the Customer asserts their claims for defects in the Goods, but does not allow the Company to inspect the claimed defect without undue delay and/or to dispose of the claimed Goods in order to find and verify the claimed defects, the Customer's claims for defects expire.

10. Limitations of liability

10.1. The Company cannot be held liable for actual damages, loss of profits, injuries, losses or damages, inaccuracy of information and data, costs incurred for replacement Goods, or any direct, indirect, express or non-express damages or any other liability claim (including negligence or strict liability), even if the possibility of such damages has been disclosed or was possibly foreseeable.

10.2. The limitations and exclusions of the Company's liability are independent of any agreement and apply to the fullest extent permitted by applicable law. Limitations and exclusions of the Company's liability that are not in accordance with the law are deemed to provide the Company with warranties and liabilities to the minimum extent permitted by law. If a right or remedy is mandatory under a law, it will be exercised in accordance with that law, procedures, and limitations expressly provided for by that law.

10.3. Time limit for exercising rights and claims. If binding legal regulations do not provide for a longer period, any claim of the Customer may only be asserted against the Company within one year from the date of its occurrence, failing which the Customer's claim will expire; shorter periods provided for in these GTC and/or relevant binding legal regulations are not affected.

11. Confidentiality

11.1. Confidentiality. The Customer is required to maintain the confidentiality of the Company's Confidential Information and not to disclose or use such Confidential Information.

11.2. Disclosure. Clause 11.1 of these GTC does not affect the disclosure or other use of information if: (a) disclosure or other use of the information is required by law, a public or judicial authority, or is necessary for the performance of the Contract; (b) the information is provided to professional advisors on a "need-to-know" basis and subject to an undertaking by such professional advisors to comply with the provisions of this article of the GTC; (c) the Company has given its prior written consent to the disclosure or other use of the information. In the event of a dispute concerning the application of these exceptions, the burden of proof lies with the Customer, and this proof must be clear and convincing.

11.3. Duration. The Customer is required to maintain confidentiality under this article of the GTC for a period of 5 years, but provided that it follows from the nature of certain Confidential Information (in particular, but not limited to, trade secrets, protection of personal data within the meaning of the GDPR) that the Customer is required to maintain the confidentiality of such Confidential Information for a longer period.

12. Privacy policy

The Company hereby confirms that it processes the personal data of data subjects in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council on data protection (hereinafter referred to as the "GDPR") and the applicable data protection legislation of the Member State where the Company is established. More information on the protection of personal data is published in the Online Store at the URL: https://www.genhelixoptima.com/en/cgv.

13. Duration of the Contract

13.1. Existence of the Contract. The Contract enters into force and produces its effects on the day of its conclusion by the Contracting Parties in accordance with Article 4 of the GTC.

13.2. Termination of the Contract. The Contracting Parties agree that the Contract terminates: (a) by withdrawal of either Contracting Party for the reasons specified in these GTC or relevant binding legal regulations; (b) by agreement of the Contracting Parties; (c) in any other manner provided for in these GTC and/or binding legal regulations.

13.3. Withdrawal by the Company from the Contract. The Company is authorized to withdraw from the Contract in particular: (a) in the event of non-payment of the Price by the Customer within its due date, (b) in the event of another material breach of the Customer's obligation, (c) in the event of a non-material breach by the Customer of any of its obligations and if the remedy is not carried out within the additional period granted to the Customer by the Company, (d) in the event that it is proven that a declaration or information provided by the Customer is incorrect, false, or incomplete.

13.4. Withdrawal by the Customer from the Contract. The Customer is authorized to withdraw from the Contract only if the Company, due to a culpable act of the Company, is late in delivering the Goods by more than 30 calendar days, the Customer being required to grant the Company an additional period for performance of at least 7 calendar days from the date of its notification to the Company before withdrawing from the Contract for the above reason.

13.5. Procedure after termination of the Contract. In the event of termination of the Contract, the Customer is required, if the Goods have already been delivered to the Customer, to return the Goods to the Company no later than 14 days from the date of termination of the Contract, in the manner and to the address indicated by the Company. This does not apply if the Company offers to collect the Goods in person or through a person authorized by it. The Company reserves the right not to accept Goods sent by the Customer cash on delivery. The time limit referred to in the first sentence is deemed to have been met even if the Goods were handed over for transport no later than the last day of the period. The Customer is responsible for any reduction in the value of the Goods resulting from the handling of such Goods. The Company will reimburse without undue delay, no later than 30 days from the date of termination of the Contract and return of the Goods, to the Customer the Price paid by the Customer, or its part after deduction of the Company's claims arising from the Contract, unless otherwise provided in these GTC or binding legal regulations. The Contracting Parties may agree that instead of the refund of the Price, the Company will exchange the returned Goods for other Goods of corresponding value from the offer. The delivery costs of the Goods are not refunded if the Company has already delivered the Goods to the Customer or if, at the time of termination of the Contract, the Company has already attempted to deliver them or has started the process of their delivery (e.g., by ordering transport).

13.6. Provisions continuing to have effect. All provisions whose nature so permits remain in force even after termination of the Contract (for example, confidentiality, applicable law, liability for damages, etc.).

14. Common and final provisions

14.1. Assignment of receivables and transfer of rights and obligations. The Company is authorized to fully assign receivables and transfer rights and obligations under the Contract to a third party, in particular affiliated companies of the Company, to which the Customer expressly agrees. The Customer is not authorized to assign receivables and transfer rights and obligations under the Contract to a third party without the prior written consent of the Company.

14.2. Force majeure. The Company is not liable for breaches of its obligations and duties caused by force majeure. For the purposes of these GTC, force majeure means a circumstance occurring independently of the will of the Contracting Parties, unforeseeable, insurmountable, and unavoidable, including flood, fire, earthquake or other natural event or disaster, extraordinary situation, riots, insurrection, strike, invasion, war, state of emergency, terrorism, epidemic/pandemic or outbreak of a contagious disease, change in legislation, including the adoption of new legislation, or binding measures taken by public authorities, including quarantine measures, embargo, export or import restrictions or other prohibitions and orders, power outage, limitation or cessation of supplies from the Company's suppliers, etc.

14.3. Service of documents. Unless otherwise implicitly provided by the relevant provisions of binding legal regulations or these GTC, the Contracting Parties serve documents in person, by email, via the Customer Account in the Online Store, by post, or by any other appropriate means (e.g., by courier), and these are deemed to have been served at the time they entered the sphere of disposal of the other Contracting Party. For the avoidance of doubt, a document enters the sphere of disposal of the other Contracting Party even if: (a) it was not received by the other Contracting Party because it was not found at the service address, in which case the document is deemed served on the second day after its presentation to the usual place of service; (b) the document could not be served by post to the recipient's address, in which case the document is deemed served on the day the document was returned to the sender as undeliverable (e.g., with the notation "addressee unknown"); (c) service did not succeed due to any other obstacle not caused by the sending Contracting Party, in which case the document is deemed served on the day the sending Contracting Party became aware of the obstacle after attempting to serve; (d) the Contracting Party to whom the document is served refuses to accept the document, and the consequences otherwise related to service occur on the day acceptance of the document is refused; (e) it is electronic service, the document being deemed served on the second day after its sending to the Contracting Party's email address. In the event of a change of address or any other contact details, the Contracting Party concerned is required to inform the other Contracting Party in writing and without undue delay.

14.4. Electronic signature. The Contracting Parties expressly agree that any document relating to the formation, modification, and termination of the Contract may be drawn up in the form of an electronic document using an electronic signature in accordance with Regulation (EU) No 910/2014 of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market (hereinafter referred to as "eIDAS"). For the avoidance of doubt, it is also possible to use any technological solution and tool enabling the creation of such an electronic signature (e.g., Acrobat Sign, DocuSign, QSign, etc.) to sign an electronic document.

14.5. Feedback and offers. The Customer will provide the Company with suggestions or feedback on the Online Store or the Goods, if the Company so requests, and the Company may use and modify this feedback for any purpose, including developing and improving the Online Store or the range of Goods, without any liability, limitation, or obligation to pay the Customer. The Company is authorized to contact Customers and inform them about the Online Store, Goods, promotions, discounts, and other products of the Company, as well as any other conduct and activity thereof (to which the Customer consents), the Company being authorized to carry out this communication in any manner, including automated emails and telephone calls, such communications to the Company will not be considered spam, advertising, or a commercial statement.

14.6. References. The Customer hereby grants the Company the right to mention the Customer as a contracting party of the Company in advertising and marketing materials, in particular in the Online Store, on other websites of the Company and/or affiliated companies of the Company, in presentations for potential customers or partners, and in other promotional materials of the Company and/or its affiliated company.

14.7. Extension of the limitation period. In accordance with the provisions of the applicable commercial code, the Customer declares that it extends the limitation period with respect to all rights and claims that the Company holds against the Customer for a period of 10 years from the time it began to run.

14.8. Applicable law. The mutual relations of the Contracting Parties are governed by the law of the Member State where the Company is established, the Contracting Parties hereby excluding the application of all conflict of law rules that would determine as the applicable law a law other than that of the Member State where the Company is established.

14.9. Jurisdiction of courts. Any dispute arising between the Contracting Parties shall be finally settled by the competent court of the Member State where the Company is established.

14.10. Severability. In the event that a provision of the GTC becomes invalid and/or ineffective, such invalidation and/or ineffectiveness shall not affect the validity and/or effectiveness of the remaining provisions, unless otherwise provided by applicable law. The Contracting Parties agree to replace the invalid and/or ineffective provisions of the GTC with a new provision that corre

14.11. Reservation of waiver. If either Contracting Party neglects or forgives a failure, breach, delay, or default in performance of an obligation under the Contract, such conduct does not constitute a waiver of that obligation with respect to its continuing or subsequent failure, breach, or non-performance, and no waiver is deemed effective unless it has been expressed in writing on a case-by-case basis.

14.12. Authorized content. The information, texts, videos, audios, audio-video recordings, and other Content related to the Online Store belong to the Company or the affiliated companies and suppliers of the Company, and they are authorized to exercise intellectual property rights, property rights, or give their consent to their use. The Customer is authorized to use the Content in question only for their own needs, for non-commercial purposes (internal operations). Any other use, in particular its further distribution, copying, publication, and provision to a third party, or mining without the Company's consent, is prohibited.

14.13. Prohibition on copying CoAs and documentation. All Certificates of Analysis (CoAs) and any other documents, materials, and information published or made available by the Company in connection with its Goods are subject to intellectual property protection, copyright, and other related rights belonging to the Company and/or its contractual partners and suppliers (in particular laboratories) who prepared them exclusively for the Company and its Goods. Any reproduction (copying), dissemination, disclosure, use of data or results, modification, or other unauthorized manipulation of these documents or parts thereof without the prior written consent of the Company is strictly prohibited, will be considered not only a violation of intellectual property rights, but also an act contrary to the principles of competition, in particular unfair competition, and may also give rise to criminal liability.

14.14. Supervisory authorities. In accordance with the applicable legislation of the Member State where the Company is established, the competent supervisory authorities are: (a) trade supervisory authorities, (b) public health authorities, (c) environmental supervisory authorities, (d) labor supervisory authorities, (e) mining authorities, (f) customs authorities, (g) defense authorities.