Version: 06/01/2025

Parties
The Provider: SAS GENXMAP, registered with the Marseille Trade and Companies Register under number B 882 253 685, with a share capital of €1,000, having its registered office at 9 rue Jacques Réattu, 13009 Marseille, France, represented by its President, Mr. Julien Le Carrer.
The Client: any legal entity acting for professional purposes (B2B).
Preamble – Contractual Hierarchy
These Terms and Conditions of Sale & Service (T&Cs) govern the sale of products and the provision of services by the Provider. In the event of contradiction: signed quotation/purchase order > T&Cs > commercial documentation/website.
Any order constitutes unconditional acceptance of these T&Cs.

Article 1 – Scope of Application
These T&Cs apply to any order placed on genxmap.com / genxmap.fr, by signed quotation, or by approved purchase order. They also apply to future deliveries or services unless otherwise agreed in writing.

Article 2 – Description of Services
2.1 Nature of Services
GENXMAP offers several categories of services:

• Standard: recurring technical services, performed according to established and reproducible protocols (e.g., DNA/RNA extraction, sequencing, bulk transcriptomics, etc.).

• Custom: tailor-made services based on the Client’s specific requirements (e.g., multi-omics data integration, targeted analyses, custom bioinformatics).

• Research & Development (R&D): experimental or exploratory projects, including co-development or technological innovation. Such projects, by nature, involve scientific uncertainties and are provided on a best-efforts basis only (obligation of means, not of result).

Services may include, but are not limited to: DNA/RNA extraction and purification, RNA-seq (bulk or single-cell), transcriptomics, proteomics or multi-omics analyses, bioinformatics integration, biomarker analysis, and scientific interpretation of results.
Any project with a total amount greater than or equal to €10,000 excl. VAT must be subject to a specific service contract in addition to acceptance of these T&Cs.
2.2 Services to be Provided
The Parties will clearly define the services under each order or contract. Services may be provided:

• on a recurring/continuous basis (standardized packages, routine analyses), or

• on an exceptional basis (exploratory project, specific study).

2.3 Obligations of the Parties
Provider’s obligations:
a. Deliver services and deliverables in line with applicable scientific and technical standards, with diligence and professionalism.
b. Respect agreed deadlines, except in duly justified exceptional circumstances.
c. Implement necessary security measures to protect Client information and personal or scientific data.
Client’s obligations:
a. Provide accurate and complete information, as well as samples that comply with contractual and regulatory requirements.
b. Respect the ordering, delivery, and payment conditions.
c. Ensure the safety and regulatory compliance of all samples provided.
Both Parties agree to act in good faith, communicate transparently, and seek amicable resolution in case of difficulties.
2.4 Quality Standards
Services will comply with the quality standards specified in quotations and technical specifications. Results are generated in accordance with state-of-the-art practices and scientific standards, without any guarantee of completeness or suitability for a particular purpose.
2.5 Deliverables
Depending on the service, GENXMAP deliverables may include:

• raw sequencing files (FASTQ),

• count matrices (e.g., RNA-seq, scRNA-seq),

• analytical objects (e.g., .h5ad, .rds),

• PDF reports with scientific interpretation,

• biomarker/signature tables,

• graphical visualizations (UMAP, heatmaps, volcano plots, PCA, etc.).

Deliverables are provided electronically, unless otherwise agreed.
2.6 Sample Collection (Marseille)

• Monday to Friday (excluding public holidays), 10:00–12:00.

• Online store: free ≥ €300 excl. VAT, otherwise €30 excl. VAT.

• Outside Marseille: handled by an approved carrier, invoiced separately; cancellations ≥ 24h in advance.

2.7 Transport & Transfer of Risk

• Transport arranged by the Client: Client bears the risk until delivery to the Provider and satisfactory QC.

• Transport arranged by the Provider: Provider bears the risk from collection, subject to satisfactory QC upon receipt.

• Client-caused delays: storage/handling fees may apply.

2.8 Deadlines
Deadlines are indicative unless expressly confirmed in writing. The Provider undertakes commercially reasonable efforts to meet them.
2.9 Delivery of Results
Results are delivered electronically. They are deemed accepted unless the Client issues a written reservation within 7 days of receipt, by e-mail or any other written medium accepted by the Provider. The Client must check and notify any anomaly without delay.
2.10 Re-analysis
Possible if sufficient residual sample volume remains. If the second analysis confirms the first, costs are borne by the Client.
2.11 – 2.14 Reports & Data Retention
Report format, language, verification, and data retention conditions are specified in the quotation or specifications. The Provider keeps a copy of raw data for the contractual duration.
2.15 Ownership & Intellectual Property
Ownership of deliverables transfers only after full payment of the related services.
The Provider retains ownership of its methods, algorithms, software, know-how, analytical protocols, and bioinformatics tools, even when used to perform the services.
A retention of title applies to all materials, reports, and results until full payment is received.
The Provider may use results internally for quality assurance, method validation, or service improvement, provided all data is first anonymized and cannot identify the Client or its samples.
2.16 Force Majeure
In accordance with Article 1218 of the French Civil Code, obligations are suspended in the event of force majeure. Termination is possible if the event lasts more than 60 days following notification.

Article 3 – Service Conditions (Samples)
[Same structure as French version – conformity, QC, refusals, obligations, conservation, etc.]

Article 4 – Financial Conditions
[Payment terms, invoicing, late payment penalties, revisions, advance payments – translated as in French version.]

Article 5 – Confidentiality
[Confidential information, duration 3 years, exceptions, return/destruction, etc.]

Article 6 – Personal Data
Processing in compliance with GDPR; purposes include contract execution, client relations, and legal obligations.
GENXMAP does not transfer personal data outside the European Union unless appropriate safeguards (EU standard contractual clauses) are in place.
Data protection contact: privacy@genxmap.com
General contact: contact@genxmap.com

Article 7 – Limitation of Liability
GENXMAP provides no guarantee of scientific results.
The Provider shall not be held liable for indirect damages, including but not limited to loss of profit, data, opportunity, reputation, or any other indirect economic consequence.
Liability is strictly limited to the amount excl. VAT paid by the Client for the service concerned, except in cases of gross negligence, willful misconduct, or harm to life, body, or health.
The Client remains solely responsible for the interpretation, use, and exploitation of the results provided.

Article 8 – International Sanctions
Compliance with sanctions regimes (UN/EU/USA). Client declarations/indemnification in case of breach. Immediate termination possible.

Article 9 – Governing Law
French law applies.

Article 10 – Miscellaneous
Severability; no waiver; assignment under conditions; reminder of contractual hierarchy.

Article 11 – Dispute Resolution
Amicable settlement sought; failing that, competent courts of Marseille.
Contact: contact@genxmap.com |  +33 (0)9 52 79 78 53