1. General principles

1.1 These General Terms and Conditions of Sale apply from January 2024 to 31st December 2024 inclusive, to the products sold and to the orders for products received by SAS NAHIBU (hereinafter « the Company ») located at 6, rue Pierre Joseph Colin – 35000 RENNES, registered in the Rennes Trade and Companies Register under number 849 074 067.

1.2 The present General Terms and Conditions of Sale as well as its pricing annexes are systematically sent to the Company’s Customers before the products are put on sale by the company. Consequently, all sales of the Company’s products made from January 2024 to 31st December 2024 inclusive are subject to these General Terms and Conditions of Sale, which shall prevail over any purchase conditions or any other document of the Customer, unless the Company formally waives them in writing.

1.3 Any order for products received by the Company between January 2024 and 31st December 2024 inclusive automatically implies the Client’s unreserved acceptance of these General Terms and Conditions of Sale and its waiver of any stipulations that may appear on its orders, correspondence or General Terms and Conditions of Purchase.

1.4 The Client may not mention or use the trademarks, logos, documents, projects, studies or any other intellectual property rights belonging to the Company without the Company’s express prior written authorization for the sole purpose of promoting the resale of the products marketed by the Company under conditions normal to its activity. The Company reserves the right to oppose, stop or request compensation for any use that it deems unfair, constituting an act of commercial parasitism, or contrary to its image or to rights that it has granted or for which it has received a concession.

2. Commercial agreement

2.1 Invoicing shall be made on the basis of the price in effect on the date of acceptance of the order by the Company. Unless otherwise stipulated, the prices are payable to the postal address indicated on the invoice, in accordance with the payment conditions defined below in Article 7. The partnership for the distribution of the white label will be reconducted at the end of the first period of distribution.

2.2 The Company grants its Clients the general terms and conditions of sale set out in the tariff schedules sent to each Client in accordance with the legal provisions.

3. White label

3.1 The company undertakes to develop a customized microbiota analysis kit for its distributor clients, including :
– printing the sample collection kit packaging. The client will need to provide the design to the company following the provided template.
– customization of the microbiota analysis results report. The Company offers the possibility to customize the microbiota analysis results report according to the Client’s visual identity. However, such customization must adhere to the guidelines and standards set forth by Nahibu. The Client must submit their customization requests in compliance with these guidelines, which will be reviewed and pre-approved by the Company. The extent and feasibility of the requested modifications will be determined by the Company, and the Client will be informed accordingly

3.2 The Company undertakes to provide the client with an API (software interface that connects the company backend to the client website in order to exchange data and functions.) allowing its customers to:
– register a kit
– follow the status of their sample
– complete a questionnaire related to the user
In addition, The Company will provide an online storage space where the results reports will be uploaded as .pdf files.

3.4 The Company undertakes to deliver the analysis results to the storage space within an estimated 4 to 6 weeks after receipt of the sample.

3.5 The price of the kits is quoted for a minimum order of 252 units.

3.6 To place a new order and restock intestinal microbiota analysis kits, the minimum quantity is 252 units.

4. Shared of data and protection

4.1 The company owns 100% of the raw data.

4.2 Under and for Data Protection Law, the Parties acknowledge and agree that each Party shall be an independent data controller of the personal data collected and processed under this contract.
In their capacities as independent data controllers, both Parties shall undertake personal processing data collected under this Contract using the safeguards and security measures specified in the Data Protection Law, in compliance with the laws in force at the time of such processing, and by the Contract. Both Parties shall process personal data lawfully and fairly; collect and record personal data for specific, explicit, and legitimate purposes; and ensure that the personal data are relevant, complete, and limited to what is necessary for the purposes for which they are collected and subsequently processed.
As applicable, data subjects are guaranteed the rights provided in the Data Protection Law, including the rights to:
– Receive from the relevant Party confirmation as to whether the Party is
processing personal data concerning them;
– Obtain the rectification or removal of the data;
– Obtain a copy of their data; and
– Restrict processing of their data.

5. Deliveries

5.1 Delivery time shall only begin to run from the day on which the Company is in possession of all the information necessary for the execution of the order and has accepted it.

5.2 Products shall be delivered as soon as possible. Delivery times are given as an indication only and, unless expressly accepted by the Company, delays in delivery may not under any circumstances justify the cancellation of the order by the Client, nor give rise to penalties or damages.
The Company shall be released from any obligation in the event of the occurrence of fortuitous events or cases of force majeure preventing either the manufacture, shipment or introduction into France of the products, or of any impediment or delay linked to the current health situation.

5.3 Transfer of risks
Upon delivery after unloading in the Customer’s warehouses, the Customer shall have custody of the products delivered and shall be responsible in the event of loss, theft or partial or total destruction and, more generally, shall insure all risks.

5.4 Transport
Any place, whether belonging to them or not, where they have the products deposited on arrival shall be considered as the Customer’s, its representatives’ or assignees’ warehouse.
It is up to the Customer or his representatives to give discharge to the carrier after having made sure that the shipment is intact and in conformity or after having made, with the carrier, all necessary reserves and confirmed by registered letter within the legal time limit.
Only precise reservations can be retained.
Pursuant to Article L. 133-3 of the French Commercial Code, the words « subject to inspection » or « subject to unpacking », or « subject to defective packaging » cannot be taken into consideration.
In order to be effective, reservations made to the carrier for products damaged during transport must be confirmed by registered letter with acknowledgement of receipt, within three (3) days, not including public holidays, following receipt of the products.

5.5 The Company is responsible for any damage, destruction, loss or theft during transport.

5.6 Suspension of deliveries: In the event of non-payment in full of an invoice that has fallen due, the Company reserves the right to suspend all current and/or future deliveries, in particular in application of the provisions of Article 1219 of the Civil Code.
Similarly, the Company reserves the right to suspend any current and/or future delivery if it has legitimate reasons to believe that the Client will not perform on the due date and that the consequences of such non-performance are sufficiently serious. The Company will notify the Client of its decision to suspend as soon as possible, in accordance with the provisions of Article 1220 of the Civil Code.

5.7 The client undertakes to cover the fees of shipping with each order and all taxes related to the transportation and importation (shipping fees, customs fees etc.).

6.Product returns

6.1 In the event of apparent defects or shortages :
The Company’s products are manufactured and checked according to the most rigorous criteria. They are deemed to be approved by the Client when they leave the Company.
The unconditional acceptance of the products ordered by the Client covers any apparent defect and/or shortage; the said products cannot therefore be replaced.
Without prejudice to the measures to be taken by the Client with regard to the carrier, as described above, any complaints in the event of apparent defects or shortages must be notified to the Company in writing no later than fifteen (15) days following the date of dispatch and must mention the delivery note number and the code number of the products concerned and include all justifications as to the reality of the apparent defects or shortages noted.
No product return will be accepted without the Company’s formal, written and prior agreement, obtained in particular by e-mail.
The Client undertakes to notify the Company within 24 hours of any quality defect or adverse effect concerning products at the following address: contact@nahibu.com.
The Client undertakes to cooperate with the Company in the event of a batch recall concerning products.
Any unapproved product return will be immediately sent back at the sender’s expense. The organisation of transport, in the event of the physical return of products approved by the Company, shall be borne by the Company.
While waiting for the products to be taken back by the carriers approved by the Company, they must be kept in conditions appropriate to their nature.
When, after inspection, an apparent defect or shortage is actually found by the Company, the Client may only request the Company to replace the non-conforming items and/or to make up for the shortages at the Company’s expense, without the Client being able to claim any compensation or to cancel the order.

7. Payment

7.1 Invoices are payable in full upon receipt of the invoice (50% upon order, 50% upon shipment).

7.2 Penalties shall be applicable by operation of law when payment is not made on the due date. Amounts not paid on the due date shall bear interest at the rate of three times the legal interest rate for the period in question, without the Company being obliged to issue any formal notice to the Client, who expressly waives this requirement. Pursuant to Article L. 441-10 of the French Commercial Code, these penalties are payable by operation of law on the day following the payment date shown on the invoice.
In accordance with Article L.441-10 of the French Commercial Code, the Client shall be liable to pay a flat-rate indemnity of forty (40) euros for collection costs, without prejudice to the Company’s right to request additional collection costs in accordance with the applicable regulations.
In addition, and notwithstanding any other measure that it may be entitled to take in the event of a payment incident, the Company reserves the right to refer the matter to the competent court in order to put an end to this non-performance, subject to a daily penalty per day of delay.

7.3 Any payment made after the date of payment shown on the invoice will automatically entail, at the Company’s discretion, and in addition to the penalties and compensation referred to in Article 9.2 above
– the invoicing to the Client of the costs of reminders, formal notice, collection and more generally of the various costs of all kinds related to the collection of the sums owed to the Company in the event that these costs exceed the amount of forty (40) euros referred to in article 7.2 above;
– and/or the forfeiture of the term and consequently the demand for the return of goods remaining unpaid at the Client’s expense (transport, inspection, etc.) and risk;
– and/or the cancellation of the sale, without prejudice to the application of the retention of title clause mentioned, as the ownership of the goods delivered and not paid for has not been transferred to the Client;
– and/or the right for the benefit of the Company to suspend and/or waive the execution of current sales and/or to demand payment on delivery for future sales until the situation is fully settled and/or the offsetting of the amounts due with any sum owed on any grounds whatsoever to the defaulting debtor, the payments made by the Client being acquired by the Company as a penalty clause.
In the event of collection by bailiff or court, an indemnity equal to 15% of the sums due shall be payable as a penalty clause.

7.4 In the event that the Client owes the Company several payments, it is agreed that the payments will be charged to the oldest debts. Consequently, the Client expressly waives the provisions of Article 1342-10 of the Civil Code.

7.5 Any claim relating to the sums that may remain due by the Company, whatever the cause, in respect of a calendar year must be notified by registered letter with acknowledgement of receipt within twelve (12) months of the said year.
After this period, no claim shall be admissible by way of derogation from the provisions of Article L 110-4 of the Commercial Code.

7.6 All commercial services owed by the Company to the Client may only be paid by bank transfer, to the exclusion of any other method of payment.

8. Reservation of ownership

8.1 The transfer of ownership of the Company’s products is suspended until full payment of the price thereof by the Client, in principal, costs and interest, even in the event of the granting of payment deadlines, in accordance with the provisions of Article 2367 of the Civil Code. Any clause to the contrary, in particular inserted in the General Terms and Conditions of Purchase, shall be deemed unwritten.
By express agreement, the Company may enforce its rights under this retention of title clause, in respect of any of its claims, on all of its products in the Client’s possession, the latter being conventionally presumed to be those unpaid, and the Company may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to terminate the sales in progress.

8.2 The Client may only resell such unpaid products in the normal course of its business and may not in any event pledge or grant security over its unpaid stock. In the event of non-payment, the Client shall refrain from reselling its stocks to the extent of the quantity of unpaid products.

8.3 The Company may also demand, in the event of non-payment of an invoice on the due date, the cancellation of the sale after sending a simple formal notice, draw up or have drawn up by bailiff’s summons, a contradictory inventory of its products in the possession of the Client, who undertakes, from the outset, to allow free access to its warehouses, shops or other premises for this purpose, ensuring that it is always possible to identify the Company’s products.

8.4 In the event of the opening of receivership or liquidation proceedings, outstanding orders shall be automatically cancelled, and the Company reserves the right to reclaim products in stock under the conditions set out in Article L.624-16 of the Commercial Code.

8.5 This retention of title clause does not prevent the risks of the products from being transferred to the Client upon delivery to the latter.

9. Force majeure

9.1 The Company reserves the right to suspend or cancel the sale, in whole or in part, in the event of force majeure as defined by Article 1218 of the Civil Code.

9.2 In the event of an excessive price revision, force majeure or serious breach of an obligation by one of the parties, the contract may be terminated by either party. Such termination would only be possible 28 days after the other party has received formal notice.

10. Privacy

The information and/or technical and/or commercial documents communicated or exchanged in connection with the sale of the Company’s products remain the property of the Company. They may not be communicated to third parties by the Client without the prior written consent of the Company.

11. Jurisdiction and applicable law

11.1 Any dispute that may arise on the occasion of or in connection with these General Terms and Conditions of Sale shall be submitted to the Commercial Court of Rennes, France, even in the event of multiple defendants or the introduction of third parties and regardless of the place of delivery of the goods ordered.

11.2 Any question relating to these General Terms and Conditions of Sale as well as to the sales they govern, which would not be dealt with by the present contractual stipulations, shall be governed by French law to the exclusion of any other law.

12. Non-waiver

The fact that the Company does not avail itself at a given time of any of the clauses herein shall not constitute a waiver of the right to avail itself of these same clauses at a later date.