SYnAbs – General Terms & Conditions of Sale

**Payment, Credit Policy, Order Conditions & Enforcement**

These General Terms and Conditions of Sale supersede and replace any prior versions, terms, or conditions previously applicable. The authoritative language version is English.

Unless otherwise specified, our offers are only valid for a period of 30 calendar days.  We are only bound by our offers if the customer's acceptance occurs within this period.

Changes to our offers are only valid if SYnAbs has accepted them in writing.

SYnAbs may correct any typographical or clerical error in the offer without liability.

Delivery terms are based on Incoterm EXW (Ex Works, Brussels, Belgium 2020) unless otherwise agreed in writing. Any complaint concerning goods delivered must be made within a maximum of 48h of delivery.

Delivery times are indicative and not binding. Any delays will not entitle the purchaser to claim damages or cancel the order, unless explicitly agreed upon in writing.

SYnAbs does not provide storage services. If the purchaser refuses delivery, delays collection, or fails to accept the goods without prior written consent from SYnAbs, the order will be treated as cancelled under the terms outlined above.

• Unless otherwise expressly agreed in writing by SYnAbs, all invoices are payable net thirty (30) days from the invoice date.
• Any deviation from this payment term shall only be valid if expressly agreed in a duly executed and valid supply agreement signed by both parties.
• Retention of Title: Ownership of all goods delivered remains with SYnAbs until full payment of the invoiced amount, including principal, interest, administrative costs, and all recovery-related fees.
• Prohibition of Set-Off / Withholding: The Customer shall not withhold payment, apply any set-off, or assert any counterclaim against amounts due under these Terms and Conditions, except to the extent that mandatory law expressly permits such action.
• Disputes: Disputes, claims, or complaints shall not suspend payment obligations.
• Force Majeure: For the avoidance of doubt, the lack of funds, financial hardship, or insolvency of the Customer shall not constitute a force majeure event. Force majeure events must be notified in writing within five (5) business days. If such an event continues for more than thirty (30) days, SYnAbs may suspend performance or terminate the contract immediately, without liability, and all amounts due prior to termination remain payable. The Customer must take reasonable steps to mitigate the effects of any force majeure event.
• SYnAbs’ accounting records and invoices constitute prima facie evidence of amounts due.

SYnAbs reserves the right, at any time and at its sole discretion, to require full prepayment of any order, quotation, or invoice, in particular in the event of:

• previous late payments
• outstanding invoices
• repeated payment delays
• any doubt regarding the customer’s creditworthiness

No production, delivery, or service shall commence prior to full receipt of payment.

For customized, non-standard, or made-to-order products or services, SYnAbs requires an advance payment of the total order amount before commencement of any work or production.

Failure to pay such an advance shall automatically suspend the execution of the order.

As of January 1st, 2026, SYnAbs shall no longer issue payment reminders. Customers remain solely responsible for ensuring the timely payment of invoices by their due date.

In the event of non-payment of any invoice by its due date, SYnAbs shall be entitled, without prior notice, to :

• any ongoing delivery
• any ongoing service
• any future order or contractual obligation toward the customer

until full payment of all outstanding amounts, including interests and charges. Suspension shall not give rise to any liability or compensation in favor of the customer.

Any delay in payment exceeding thirty (30) days from the invoice due date shall entitle SYnAbs, at its sole discretion, to terminate the contractual relationship with immediate effect, without compensation, and without prejudice to SYnAbs’ right to claim damages.

In the event of non-payment, SYnAbs may, without prior notice, transfer the unpaid receivable to a third-party recovery or collection agency, including but not limited to Coface.

All costs incurred in connection with such recovery actions (collection fees, legal fees, administrative costs) shall be borne exclusively by the customer and added to the outstanding amounts.

All payments shall be made by bank transfer to the following account:

Bank Name: Belfius

Bank Address: Place de l’Université 34 – B-1348 Louvain-la-Neuve

Beneficiary Name: SYnAbs S.A.

IBAN: BE72 0689 0305 9216

SWIFT / BIC Code: GKCCBEBB

Customers must clearly indicate the invoice number and the structured communication provided with the invoice (+++/+++/+++) with each payment.

All bank charges, including intermediary or foreign bank fees, shall be borne exclusively by the ordering party.

Once confirmed by SYnAbs, all orders are firm and may not be cancelled or modified, except with the express written agreement of SYnAbs.

In the event of cancellation accepted by SYnAbs, compensation amounting 50% of the total order value shall be due, with a minimum compensation of EUR 1,000 per order, without prejudice to any additional damages. Returns and replacements of products are not accepted.

As a material condition of this quotation and the related customer purchase order, the purchaser expressly agrees that no SYnAbs product may be disassembled, decompiled, reverse engineered, analyzed, or otherwise examined, directly or indirectly, for the purpose of discerning the formulation, methodology, production process, or any proprietary element of any SYnAbs product, in whole or in part.

No SYnAbs product may be sold, transferred, sublicensed, or otherwise made available to any third party without the prior written consent of SYnAbs.

All contractual relationships between SYnAbs and its customers shall be governed exclusively by Belgian law.

Any dispute arising out of or in connection with the T&Cs shall fall under the exclusive jurisdiction of the courts of the judicial district of SYnAbs’ registered office (court of Brussels). SYnAbs' general terms and conditions of sale prevail over those of any customer purchase order.

The placing of any order, acceptance of any quotation, or payment of any invoice implies full and unconditional acceptance of the present Addendum and the General Terms and Conditions of Sale of SYnAbs.