TermS & Conditions

BETWEEN: Pharmeb, a simplified joint-stock company with capital of €1,000, registered in the Poitiers Trade and Companies Register under number 940 898 075 and whose registered office is at 3 bis, rue Aliénor d’Aquitaine - 86000 - Poitiers - France,
Represented by Mr. El Mustapha Belgsir as Chairman,

Hereinafter referred to as: “Pharmeb”

AND the Customer.

also referred to individually as "Party" and together as "Parties".

It is agreed and determined as follows:
Pharmeb is a French provider of consultancy Services and expertise in CMC developments under pharmacopoeias standards on behalf of clients developing their health products and looking for consultancy supports.
"Quotation" refers to the document delivered by Pharmeb describing the background of the request, the service demanded by the Client, and the invoicing conditions. Once the Quotation has been fully executed by the Customer, it becomes a binding contract between the two Parties.

Article 1. General provisions.
The purpose of these General Terms of Sale is to state the conditions under which Pharmeb provides Services to the Customer.The Services are described in the Quotation. The General Terms of Sale are attached to each Quotation. Subsequently, accepting the Quotation and ordering means the full approval of the present General Terms of Sale and of the Quotation to the exclusion of any other documents.
In the event of a contradiction between the provisions of the Customer's Order and the General Terms of Sale, the relevant provisions of the General Terms of Sales shall prevail over those of the Order. Under no circumstances shall the general terms and conditions of the Customer's order be enforceable against Pharmeb. In the absence of express acceptance by Pharmeb, any reservation made by the Customer to the General Terms of Sale shall be unenforceable against Pharmeb, regardless of when it may be made.

GENERAL TERMS OF SALE APPLICABLE FROM February 14, 2025

Have been brought to the Customer's attention:
Any provisions deviating from these General Terms of Sale must result from an express agreement between the Parties or from any other document confirming the agreement of both Parties. The fact that Pharmeb does not avail itself of any of the provisions of these General Terms of Sale cannot be interpreted as a waiver of the right to avail itself of said provisions later.

Article 2. About the Services
Under these General Conditions of Sale, Pharmeb accepts to implement its knowledge and professional network to meet the Customer's expectations.Customer’s objectives are discussed and clearly reported in the Quotation following a clear and exhaustive statement of the Client's expectations and a perfect understanding of these expectations by Pharmeb.

Article 3. About the Quotation
Quotations are valid for a period of 1 month from the date on which it was established. After this date, the Pharmeb reserves the right to revise the amount of the service(s).

Article 4. About the Order
Firm and final confirmation of the Order is provided by the Customer by:
- returning the Quotation to Pharmeb duly executed from the legally responsible person without any modification by snail mail or by E-Mail expressing the Customer’s consent, with a scan of the duly executed Quotation attached to the E-Mail, in addition to the payment of any down payment requested in the Quotation.
- or by sending a purchase order by E-mail or snail mail.
Confirmation of the Order by the Customer implies his full and unreserved acceptance of these General Conditions of Sale.
If the Customer wishes to interrupt the work of the Services already started, the down payment already paid will be kept by Pharmed who will issue a final invoice settling the study.

Article 5. Duration and termination
5.1 Services start as soon as the Order is fully executed by the Customer and the down payment requested in the Quotation is received. If the service has begun prior to the approval by both Parties, it is understood that the service will be covered a posteriori by the full execution of the Quotation or the contract if any.
5.2 In the event of a breach of any nature whatsoever by one of the Parties of its obligations under the Order or these General Conditions of Sale, the other Party may serve notice, by email or registered letter with acknowledgement of receipt, on the other Party to perform its obligation. In such a case, if the formal notice remains without effect at the end of a period of 8 (eight) days from its receipt, the Party affected by the breach may, if it deems it appropriate, terminate the Order automatically without notice and without any compensation.
5.3 If a Party ceases to carry on business, or is no longer solvent, or is in liquidation or judicial settlement, the other Party shall have the right to terminate the Order, following formal notice sent by registered letter with acknowledgement of receipt and is not acted upon by the receiving Party within thirty (30) days of receipt of the formal notice.
In the event of termination of the Order by the Customer other than in the cases set out in clause 5.3, the Customer undertakes to give Pharmeb thirty (30) days' notice and to compensate Pharmeb for all amounts owed by the Customer under the Order up to the effective date of completion of the Services and for the costs incurred by the Service Provider in producing and completing the said Services.

Article 6. The total cost of the Services
The total prices of the service are those mentioned in the quotes or contracts accepted by the Client. They are indicated in euros and are subject to VAT.They can be calculated as a flat rate, per hour or per day. It is agreed between the parties that full payment by the Client of the fees for the Service constitutes firm and final acceptance of the Services.Under no circumstances may the cost of the service be renegotiated after the service has been performed.

Article 7. Payment terms
Down payments are due at the beginning of the Services without any delay. Invoices for the balance are payable at 30 days net. Payments is made by bank transfer. Pharmeb does not practice any discount for early payment.

Article 8. Late/overdue payment
Any late payment or failure to pay will automatically result in:
- All sums remaining due becoming immediately payable,- Application of late payment penalties equivalent to the interest rate applied by the European Central Bank to its most recent refinancing operations plus 10 %, this being payable the day following the payment due date.
- Pharmeb being entitled to suspend the performance of the Services underway and postpone any new order or delivery.

Article 9. Retention of title
The transfer of any property to the Customer of the Services performed by Pharmeb is effective as from the payment in full for the said Services. Should payment not be received, any down payment paid by the Customer will be retained by Pharmeb as fixed compensation, without prejudice to any other action it may be entitled to take against the Customer.

Article 10. Confidentiality
A Confidential Disclosure Agreement will be signed between the parties. During the implementation of the Services, each party agrees to impose identical obligations upon its personnel and on all third parties under its control (affiliated companies, subcontractors...).

Article 11. Liability
Pharmeb agrees to perform the Services in accordance with established trade practices and to the best of its ability under the terms the applicable legal and regulatory provisions.
The Customer agrees to provide Pharmeb within the agreed deadlines with all information and documents essential to the optimal performance of the Serviceand to a thorough understanding of the problems involved.
Pharmeb undertakes to perform the Service with all the care customary to his profession and to comply with the rules of the art in force. It is expressly specified that Pharmed is only bound by an obligation of means and not of results.Furthermore, Pharmeb may not be considered liable for:
- an error resulting from a lack of information or erroneous information supplied by the Customer,
- delays caused by the Customer or by third parties (suppliers, subcontractors...) making it impossible to meet the agreed deadlines.

Article 12. The end of the contract and termination clause
Service will end upon delivery of the deliverables mentioned in the Quotation.

Article 13. Force majeure
No Party shall be considered as having failed in the performance of its obligations or considered liable if this obligation is affected, temporarily or permanently, by force majeure including any external, unforeseeable and unavoidable event in the terms of article 1218 of the French Civil Code, beyond its control. The failing Party shall notify the occurrence of such an event within a maximum period of five (5) working days to the other Party.
If the case of force majeure continues for a period of more than 2 months following the date of receipt of the notification, termination of the contract will take effect on the date the other Party receives the letter of termination sent by registered letter with acknowledgement of receipt. If the agreement is terminated by Customer on the grounds of force majeure, the Customer must pay Pharmeb all the sums due up to the termination date.

Article 14. Liability - Insurance
14.1 Pharmeb shall not be liable for indirect damages, including loss of profits or anticipated savings, even if Pharmeb should have been aware of the possibility of the occurrence of such damages, even as a result of a mistake on the part of Pharmeb or a mistake in the performance of the service under this Contract.
14.2 The Customer has taken care to take out insurance to cover the damaging consequences of acts for which he could be held liable under this contract.
14.3 Pharmeb certifies that it has taken out and undertakes to maintain in force for the entire duration of its commitments under this contract, professional civil liability insurance, with a notoriously solvent insurance company established in France, covering the financial consequences of its civil, professional and/or contractual liability due to any damage or harm that could be caused to the Customer or any third party in the context of the execution of this contract. At any time, Pharmeb must be able to provide proof that the guarantees provided for in its insurance contract and the payment of premiums have been maintained.

Article 15. Modification and Assignment of the contract
Any modifications to the contract may only be made by means of an amendment duly executed by both Parties.The Parties agree not to assign this contract to a third party without the prior authorization of the other Party.

Article 17. Attribution of jurisdiction and Applicable law
These General Terms of Sale and the Contract/Quotation for the provision of Services signed between the Parties are governed by French law.
In the event of a dispute relating to the validity, execution, interpretation and/or termination of this Contract and the General Conditions of Sale, the Partiesagree to attempt to resolve said dispute amicably within one month from the date the dispute arises. The Parties shall initiate no court proceedings against one another during the conciliation process. Should no solution be forthcoming within this period, any unresolved dispute between the Parties concerning the performance or interpretation of the General Conditions of Sale and/or the Contract, the most diligent Party may refer the matter to the Commercial Court (Tribunal de commerce) of Poitiers (FRANCE), to which the parties expressly confer jurisdiction, even in the event of a third-party claim or multiple defendants.