GENES – Personalized pathways for health

TERMS AND CONDITIONS OF SALE

GENERAL TERMS AND CONDITIONS OF SALE – valid until revoked

The following general terms and conditions of sale are an integral part of all our contracts for the supply of products of any nature, even when orders are placed by telephone, verbally, by fax, email, or via the internet.

1) GENES S.r.l.

GENES S.r.l., sells metagenomic analyses, supplements and food products, diagnostics for chemical analysis laboratories, private and public clinics in Italy and abroad.

The company has its registered office in Rome at Via Venti Settembre 118, CAP 00187, Tax Code and Business Register No. 15529351007, REA Number RM – 1597131.

2) CUSTOMERS

GeneS S.r.l. markets CE and RUO marked products in Italy, addressing both professional and non-professional clientele.

3) ORDERS – OBLIGATION TO SUPPLY – SUPPLY BLOCK

All orders must be submitted to GeneS S.r.l. via email at info@genes4you.it

The company reserves the right to accept telephone or verbal orders subject to the signing of these general terms and conditions of sale. Acceptance will be given by means of an order confirmation. The order confirmation will include the customer’s tax details, a description of the indicated products, the batch number, the expiration date, and the availability of the products. After checking, the customer must accept the order confirmation by sending it to the company stamped and signed, both by fax and by email. We reserve the right not to accept, cancel, or postpone all or part of orders, due to subsequent impossibilities of supply caused by circumstances not attributable to us. Such causes release us from any obligation previously assumed with the acceptance of the order. The commitment to supply is always understood within the limits of availability, even if the goods are reserved and possibly paid for in advance. GENES S.r.l., following the receipt of an order, has no obligation to supply unless there is a valid supply contract between the parties lasting at least 12 months. GENES S.r.l. has the right to block supplies if even a single clause of these terms and conditions of sale is disregarded, remaining exempt from both civil and criminal liability in the event of a block on the supply of products that could cause the customer loss of income, profit, or any other direct or indirect damage.

4) MINIMUM ORDER VALUE

The minimum order value for **end users** is € 300.00 excluding VAT.

The minimum order value for **distributors** is € 500.00 excluding VAT.

For amounts equal to or exceeding the indicated thresholds, GENES S.r.l. will cover the transport costs indicated in point 7.

For products on special offer, even if the minimum thresholds are exceeded, transport costs will always be charged.

5) PRICES

The prices in the GENES S.r.l. price list are expressed in Euro (€), are per package, and do not include VAT. Regarding packages, where no quantity is shown, it means a package of one piece. The prices indicated in our price list are exclusive of VAT and do not include packaging and shipping. We reserve the right to modify the prices of our products and any discounts upon the expiration of a specific offer without sending communications or a new offer unless requested by the Customer.

6) REQUEST FOR QUOTATIONS – OFFERS

Any requests for quotations, submitted by telephone, fax, or email, do not constitute an “executive sales order” in any case. Following such requests, the company will act exclusively to provide the information that is the subject of the requests. Offers are non-binding and have a limited validity period expressed at the bottom of the offer itself.

7) PACKAGING AND TRANSPORT

GENES S.r.l. uses professional shippers for product delivery. Product prices do not include shipping costs, and the fixed contribution calculated as a flat rate is € 10.00 for the Sicily Region and € 15.00 for the rest of Italy for standard packaging and in any case up to a maximum volume of 1 cubic meter, **unless otherwise agreed between the parties.** Delivery of goods is always referred to the street level. Floor deliveries must be agreed upon in advance with the company and involve an extra cost compared to the fixed contribution. GENES S.r.l. uses TNT services as its contracted courier. Packaging is always free.

8) DELIVERY TIMES AND TERMS

Delivery generally takes 5/10 working days from the moment the customer accepts the order. In case of temporary unavailability of the product in stock, partial shipments may be made and communicated to the Customer on the transport document. The customer is obliged to disclose the working hours for courier deliveries; otherwise, the costs of € 10.50 for failed delivery, storage, and re-delivery will be borne by the customer. Products always travel at the risk and peril of the customer even if shipped carriage paid. Any complaints can only be accepted if notified by letter, fax, or email within fourteen (14) days from the date of receipt of the material; after this period, any right to complain lapses.

9) FORCE MAJEURE

GENES S.r.l. CANNOT be held responsible for the total or partial “non-performance” of any contractual obligation in cases where this is due to events beyond the control of GENES S.r.l., such as total or partial strikes, riots, war, fire, epidemics, floods, earthquakes, interruption of transport, and in all other cases of force majeure.

10) EXCLUSION OF LIABILITY FOR TRANSPORT AND PRODUCT USE

GENES S.r.l. remains exempt from both civil and criminal liability in case of failed or delayed delivery of products that could cause the customer loss of income, profit, or any other direct or indirect damage. The customer has the right to request transport insurance, which must be requested during the order phase and quoted separately in proportion to the value of the ordered products.

GENES S.r.l. remains exempt from both civil and criminal liability in case of improper use of the products or use of expired products. For the correct use of the product, the customer must strictly adhere to what is stated in the package leaflet included in the package. The products in the GENES S.r.l. Price List must be used exclusively for in vitro diagnostic analyses (IVD) by

qualified personnel. GENES S.r.l. is not responsible for damage to persons or property resulting from the incorrect use and/or improper storage of the supplied products. **GeneS S.r.l. is not responsible for damage to persons resulting from “diagnostic error”.** GENES S.r.l. is not responsible for the malfunction of instrumentation connected to electrical systems that do not comply with current safety regulations. Therefore, in these cases, the warranty is void. Products sold by GENES S.r.l. comply with the IVD Directive 98/79/EC _ Legislative Decree 332/2000 In Vitro Diagnostic Medical Devices. For “research use only” products expressly requested by the customer and with which diagnoses cannot be formulated, the acronym “RUO” from “Research Use Only” is indicated on both the Transport Document (DDT) and the Invoice.

11) PAYMENTS

Payment terms are agreed upon with the customer in advance and confirmed in writing. For delayed payment beyond the agreed terms highlighted in the invoice, interest will be charged at a rate equal to the legal interest rate increased by three points, plus related expenses. For payment via Bank Receipt (Ricevuta Bancaria), € 15.00 will be charged on the invoice as a contribution towards expenses. In case of non-payment, € 25.00 will be charged for expenses. After three non-payments, even if not consecutive, the bank will report the VAT number for which Ri.Ba. will no longer be accepted. For cash on delivery payment, a percentage will be calculated based on the amount, which will be retained by the shipping agent. Any expenses to be incurred will always be highlighted in the order confirmation and subsequently on the invoice. Failure to pay, in whole or in part, even a single invoice will result in the blocking of future or ongoing supplies until the invoice is settled – ART. 3 of these terms and conditions of sale.

12) INVOICES

GENES S.r.l. issues both immediate Invoices and deferred Invoices. Deferred invoices are issued on the 15th and 30th of the current month. Any complaints or disputes regarding invoices will be accepted provided they reach the GENES S.r.l. headquarters or the various points of sale by letter, fax, or email within eight days from the date of receipt of the invoice itself.

13) GENERAL RETURNS

Returns are accepted within **fourteen (14) days**. Returns of goods are not accepted except within the limits contemplated in the “Complaints and Replacements” paragraph of the “Terms and Conditions of Sale”. **Unauthorized** returns will be rejected and returned to the Sender with the relative shipping costs charged.
**Expired reagents are not replaced**.

The following provisions regarding Returns will apply in two different cases:

• In case of error by GENES S.r.l. in order entry, shipping, or delivery;
• In the event that GENES S.r.l. decides at its own discretion, or agrees with the customer, to apply a more favorable policy for the customer.

14) COMPLAINTS AND REPLACEMENTS

The Buyer is obliged to check the purchased products upon arrival. If, upon arrival of the shipment, the packages show an evident anomaly, the transport document (courier’s delivery note or bulletin) must be signed by affixing a **RESERVATION** and specifying the type of anomaly found (e.g., RESERVATION for 2 missing packages – RESERVATION for package with perforated cardboard – RESERVATION for tampered package – etc.). Any complaints must be communicated in writing, within **fourteen days** of the arrival of the goods, attaching a copy of the delivery note bearing the “Reservation” to the Courier. After this period, our products are considered definitively accepted with the forfeiture of any related right or action. Following timely and objectively founded complaints, GENES S.r.l. will, at its sole discretion, proceed with the replacement or the crediting of the corresponding purchase price, subject to the authorized return of the item subject to the dispute.

15) GENERAL CONDITIONS FOR ACCEPTANCE OF RETURNS

**FOR ALL PRODUCTS**

• Your return slip showing the GENES S.r.l. reference number, product description, and clear reason for the return, with attached ample and exhaustive technical-scientific documentation certifying the non-conformity of the product.
• Products marketed by GENES S.r.l. that are not damaged.
• Intact packaging and labels, or in the same condition as supplied.
• Products not purchased under a promotion scheme, even if a total return.

16) FOR SPECIAL PRODUCTS

“Special products” are understood as products not in the catalog, or in any case supplied based on the customer’s special needs. Returns are accepted only if the delivered goods do not conform to the conditions and specifications indicated in the order. Advance payment is required for this type of product.

17) WARRANTY **valid exclusively for the sale of scientific instrumentation**

GENES S.r.l. provides a complete service included in the list price under the following terms:

• 1 year for new instrumentation.
• 6 months for refurbished instrumentation.
• No warranty for used instrumentation.

To grant the warranty, a copy of the sales invoice complete with the supply date, type, and serial number of the instrument must be presented.

For the conditions and validity of the warranty, refer to article 19 of this contract.

18) WARRANTY REPAIRS

For the validity of the warranty, it is essential that the use of the instrument is correct according to the rules contained in the “instruction manual” and that no modifications or repairs are performed by either the customer or third parties. The warranty includes the free repair and replacement of defective parts. Defects due to natural wear, tampering, and incorrect use are excluded from the warranty.

The defect must be declared immediately upon its manifestation, and for validity, all supply conditions expressed so far must be met.

GENES S.r.l. is not responsible under any circumstances for damages, losses, or increased costs in relation to or due to the use or inability to use the instrument for any reason.

GENES S.r.l. provides the warranty described in the respective “instruction manuals” for the instruments. This is the only warranty offered and replaces any other warranty, whether written or oral.

19) TECHNICAL ASSISTANCE

GENES S.r.l. has no obligation towards the customer who requests technical assistance or highlights complaints after the legal warranty period. The customer has the right to request an “annual maintenance and technical assistance contract,” for which a specific contract will be drawn up. The customer has the right to request technical assistance for occasional breakdowns or maintenance. An indicative cost estimate will be submitted to the customer’s attention before the technical intervention. For on-site estimates, a deposit of € 100.00 will be requested, which will be deducted from the total invoice in case of acceptance of the technical intervention, or retained by the company in case of denial as reimbursement of expenses.

20) PERSONAL OBLIGATION OF THE SIGNATORY

With the express and specific acceptance of this clause, the signatory of these General Conditions declares to be the owner and/or legal representative of the Firm/Company or to be endowed with effective representation powers of the same towards third parties. They also declare that they are personally bound, in any case, to the fulfillment of the obligations inherent in or deriving from these General Conditions.

21) COMPETENT JURISDICTION

The Court of ROME has exclusive jurisdiction for any dispute that may arise in relation to the purchase of products marketed by GENES S.r.l.

GeneS S.r.l. Terms and Conditions of Sale

Terms of Return and Complaints