Bio-Techne Terms and Conditions

Protein Sciences Segment T&Cs | Spatial Biology T&Cs

 

Protein Sciences Segment

Standard Terms & Conditions

  1. Agreement. These are the Standard Terms and Conditions (“Terms”) under which brands in Bio-Techne Corporation’s protein sciences segment sell their products and services (each a “Product” and collectively, the “Products”). References to “Bio-Techne” are to only the respective subsidiary of Bio-Techne Corporation from which a party purchasing Products (“Purchaser”) is purchasing the respective Products and not to Bio-Techne Corporation or any other affiliate company owned by Bio-Techne Corporation.
    A Purchaser will be subject to these Terms regardless of what method is used to submit its offer to purchase Products (“Order”). Some of Bio-Techne’s Products are subject to intellectual property licenses, software licenses, or other contract terms that Purchaser will not find here (“Supplementary Terms”). If such Supplementary Terms exist for the Products being purchased, they will be found in a quotation, order acknowledgment, Product insert, or written agreement that accompanies or is associated with the Products. If Purchaser is uncertain if any Supplementary Terms exist for Products, Purchaser should contact Bio-Techne’s Customer Service. The Order, these Terms, and Supplementary Terms (if any) are sometimes collectively and individually referred to herein as the Agreement (“Agreement”).
    Bio-Techne's acceptance of any Order by Purchaser is expressly conditioned on Purchaser's agreement to these Terms. Bio-Techne will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by Purchaser in any order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Bio-Techne specifically agrees to such provision in a written instrument signed by Bio-Techne.
  2. Purchase and Sale. Bio-Techne shall sell to Purchaser, and Purchaser shall accept and pay for, all Products ordered by Purchaser pursuant to an Order that has been accepted by Bio-Techne. All Orders are subject to acceptance by Bio-Techne either in writing or by shipping Products. Bio-Techne may accept any Order in whole or in part.
    Purchaser acknowledges that any software programs included in the Products (the “Software”) are licensed to Purchaser under the terms and conditions of the click-through license agreement provided with the Software and that title to the Software (or any copies thereof) is not transferred to Purchaser. As used herein, the term “sale” or “sold” in connection with the Software means sale of a license to use the Software.
  3. Transfer Prohibited. In the absence of an express written agreement to the contrary, (a) the purchase of a Product only conveys the nontransferable right to use the purchased Product in compliance with these Terms and any applicable Supplementary Terms; and (b) all Products are sold by Bio-Techne for the exclusive use of the Purchaser, and Purchaser has no right to resell, transfer, or convey to any other party, in whole or in part, any Products purchased hereunder. Without limiting the foregoing, Purchaser may transfer information or materials made through the use of a Product to a scientific collaborator, provided that such transfer is not for Commercial Purposes (as defined below), and that such collaborator agrees in writing (i) not to transfer such information or materials to any third party, and (ii) to use such transferred information or materials solely for research and not for Commercial Purposes.
  4. Product Use and Restrictions.
    1. Unless otherwise expressly stated in writing by Bio-Techne, (i) Purchaser may not use Products for Commercial Purposes; and (ii) all Products are for research use only, and not for human or animal therapeutic or diagnostic use. “Commercial Purposes” means any activity by a party for consideration and may include, but is not limited to: (1) use of Products or their components to provide a service, information, or data; (2) use of the Products or their components for therapeutic, diagnostic or prophylactic purposes or in connection with any Phase III clinical trials, pivotal trials or post registration clinical trials; or (3) resale of the Products or their components, whether or not such Products or their components are resold for use in research.
    2. Notwithstanding the provisions of Section 4a above, Purchaser hereby acknowledges that Products labelled “GMP” are sold for preclinical or clinical ex vivo use, and not for in vivo use. Purchaser agrees that Purchaser will not use the GMP Product in any procedure wherein the GMP Product may be administered to humans; provided, however, that Purchaser may use the GMP Product for such procedure (i) if Purchaser has obtained an Investigational New Drug (“IND”) exemption from the United States Food and Drug Administration and Purchaser uses the GMP Product only in accordance with the protocols of such IND and of the Institutional Review Board overseeing the proposed research; or (ii) with respect to GMP Product use outside the United States, Purchaser uses the GMP Products in accordance with the protocols of research approved by the Institutional Review Board or authorized ethics committee and regulatory agencies to which the Purchaser is subject in the territory.
    3. Products are to be used only in accordance with instructions accompanying delivery of the Product. Products are not submitted for regulatory review or validated for clinical, therapeutic or diagnostic use, safety and effectiveness, or any other specific use or application unless expressly stated in writing by Bio-Techne or labelled as such. Purchaser is solely responsible for complying with all applicable laws, regulations and governmental policies when using Bio-Techne Products. Purchaser is solely responsible for obtaining all necessary approvals, permissions and/or licenses or intellectual property rights from applicable third parties as may be required for Purchaser’s research and any other intended uses. It is solely Purchaser’s responsibility to make sure the Products are suitable for Purchaser’s particular use.
    4. As a material condition to Bio-Techne providing its Products to Purchaser, Purchaser agrees that it shall not, directly or indirectly, attempt to reverse engineer, disassemble, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, processes, make-up, or production of any Product or any portion thereof.
  5. Order Confirmation and Duplication. Written confirmation of a telephone, fax, e-mail, electronic, or Internet Order is not required; however, if confirmation of an Order is sent by Purchaser, it shall be prominently marked – “CONFIRMING ORDER, DO NOT DUPLICATE”. Duplicate shipments due to incorrectly marked confirming orders will be subjected to a returned products charge of 20% of the Products returned plus shipping charges (“Returned Products Charge”).
  6. Shipment. Bio-Techne will pack the Products for shipment in a commercially reasonable manner and in accordance with the Product Datasheet. All shipments will be FCA (Free Carrier) Bio-Techne’s facility, according to INCOTERMS® 2010 as issued by the International Chamber of Commerce. If Purchaser has not specified a carrier in the Order, Bio-Techne may select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed to be an agent of Bio-Techne. Purchaser shall pay or reimburse Bio-Techne for all transportation, freight, insurance, loading, packaging and handling charges, taxes, duties, fees, storage and all other charges applicable to the Products. All shipments are subject to availability, and Bio-Techne may ship in installments. Bio-Techne will use commercially reasonable efforts to complete shipments as indicated in the Order, but Purchaser hereby acknowledges that shipment schedules are approximate and agrees that Bio-Techne shall not be liable for any damages or penalties for delay in delivery or for failure to give notice of delay for any reason.
  7. Title. Title to the Products will pass to Purchaser upon Bio-Techne’s delivery of the Products to the carrier, subject to the limitations provided in this Agreement.
  8. Price. Purchaser shall pay the prices specified in the applicable Order or, if no price is specified in the Order, the price set forth in Bio-Techne’s standard price list in effect on the date that Bio-Techne accepts the Order. All prices are subject to change without notice. Purchaser shall be responsible for all delivery and handling charges, taxes and other amounts payable to governmental authorities in connection with applicable transactions. These charges will be added to Purchaser’s invoice.
  9. Tax. Sales tax will be added when shipping to jurisdictions where Bio-Techne is responsible for collecting sales tax unless the receiving party has exempt information on file with Bio-Techne. Purchaser shall be solely responsible for any applicable sales, use or similar tax and agrees to indemnify Bio-Techne for any such tax if not properly paid by Purchaser. Purchaser is responsible to confirm that its account is set up properly and that any applicable exemption documents are provided. Purchaser should contact Bio-Techne to correct or update its account information and should note any updates to this effect on applicable orders.
  10. Payment. Payment terms are net 30 days from the date of invoice and in the currency specified on the invoice. Purchaser will only be charged for Products shipped. Products placed on back order will be charged when shipped. Any claim or counterclaim or set-off by Purchaser shall not justify Purchaser withholding payment unless otherwise agreed in writing by Bio-Techne. If Purchaser is late in making payment, Bio-Techne may, without affecting any other rights or remedies, suspend production, shipment and/or deliveries, cancel Orders, reject future orders, and/or charge a late payment fee, from the due date until paid, at the rate of one and a half percent (1.5%) per month (18% per year) or such lesser amount as is the maximum rate of interest allowed by law. Purchaser shall pay any and all reasonable costs, including attorneys’ fees, incurred by Bio-Techne in collecting any delinquent balance.
  11. Inspection and Returns.
    1. Purchaser may request to return Products that are damaged or defective upon delivery, but Purchaser must contact Bio-Techne’s Customer Service within 10 business days from the day Purchaser received the Products to request a return authorization (“Return Authorization”). Bio-Techne will not accept returns, and no credit will be issued, without a Return Authorization. Products must be returned within thirty (30) calendar days of receiving a Return Authorization and must be in their original containers with the original labels. Upon receipt of Products that have a Return Authorization, a credit for the original purchase price less the Returned Products Charge, if applicable, will be issued.
    2. Non-delivery must be reported to Bio-Techne within fourteen (14) calendar days of the date of the invoice. Purchaser must report receipt of incorrect Products to Bio-Techne within ten (10) business days from the day Purchaser received the Products. If an error by Bio-Techne results in non-delivery or shipment of incorrect Products, Bio-Techne will, at its sole option, either ship, at no charge, the correct Products per Purchaser’s Order or credit Purchaser’s account for the original purchase price of the Products that were not shipped or were shipped in error, plus shipping charges.
    3. If an error by Purchaser results in the shipment of incorrect Products and is reported to Bio-Techne within ten (10) business days from the day Purchaser received the Products, Purchaser may request a Return Authorization. Where Bio-Techne determines that the Product cannot be shipped back safely, Bio-Techne may, at its option, refuse to issue a Return Authorization or to issue any credit. Products must be returned within thirty (30) calendar days of receiving a Return Authorization and must be in their original containers with the original labels and unaltered in form and content. Upon Bio-Techne’s receipt of such Products, Purchaser will receive a credit for the original purchase price, less applicable Returned Products Charges.
    4. Notwithstanding the foregoing, (i) custom Orders are ineligible for cancellation or return; (ii) claims for loss or damage of Products which Bio-Techne determines occurred in transit must be made to the carrier and not to Bio-Techne; and (iii) discrepancies with items ordered through a Bio-Techne distributor must be handled with the distributor.
  12. Privacy of Customer Data. Bio-Techne maintains the privacy of its customers’ information in compliance with relevant law and in accordance with its Privacy Policy, as posted on its website and amended from time to time.
  13. Export Controls and Related Regulations. Products and information that Purchaser receives from Bio-Techne are subject to United States export control laws and regulations. Purchaser may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such Product or information (including products derived from or based on Products or information received from Bio-Techne) to any destination, entity, or person prohibited by United States laws or regulations.
    Purchaser represents and warrants that it is not designated on, or associated with any party designated on, any of the United States government restricted parties lists, including without limitation, the United States Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the United States Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the United States State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Purchaser shall comply with all applicable United States economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
    Bio-Techne may terminate this Agreement and discontinue any ongoing supply to or business with Purchaser immediately, without notice and without liability, upon Bio-Techne becoming aware that Purchaser, or any party associated with Purchaser, is named on any restricted party list.
  14. Limited Warranty. Unless a different written warranty is included with Product inserts accompanying Products, Bio-Techne warrants to the original Purchaser as follows with respect to each type of Product:
    1. Reagent Warranty. Bio-Techne warrants that each Product will meet the Specification set out on the Product Datasheet in respect of the Product when used appropriately under normal conditions and will replace all Products not conforming to the Specifications, provided that Bio-Techne shall not be liable under this warranty if the defect arises because the Purchaser has altered the Product in any way or failed to follow Bio-Techne’s instructions accompanying delivery of the Product. The warranty will last from the time delivery is made until the Product’s expiration or “use by” date or its specified number of uses.
    2. Instrument Warranty. Bio-Techne warrants that the instrument purchased from Bio-Techne (the “Instrument”) will be free from defects in materials and workmanship during the applicable warranty period, provided that the Instrument has been operated at all times in accordance with the instruction manual and user guide by or under the direct supervision of a certified operator who has attended Bio-Techne’s training course for the Instrument. The warranty period for the Instrument terminates twelve (12) months after date of shipment.
    3. Service Parts Warranty. Bio-Techne warrants that the service parts purchased from Bio-Techne will be free of defects in materials and workmanship when used appropriately under normal conditions, only if such parts are installed by a Bio-Techne representative. The warranty period for the service parts is the greater of (i) the remaining warranty period of the Instrument, or (ii) ninety (90) days from the date of installation of the service part.
    4. The warranties provided above and the remedies provided below will not apply to any Product if: (i) Bio-Techne determines that a problem is caused by accident, abuse, misuse, negligence, misapplication, fire, earthquake, flood, other force majeure event, failure of electrical power, the use of unauthorized parts or reagents, or unauthorized repairs or modifications; (ii) Bio-Techne determines that a problem is caused during or as a result of shipment or relocation; (iii) Bio-Techne’s serial number has been removed or defaced from the Product; or (iv) a problem arises from or is based on Bio-Techne’s compliance with Purchaser’s specifications.
      For any breach of the warranties, Purchaser must notify Bio-Techne of the claim during the applicable warranty period. If Bio-Techne determines that the Product is defective and is covered by the warranty, Bio-Techne’s sole and exclusive liability to Purchaser and Purchaser’s sole and exclusive remedy for warranty claims hereunder will be, at Bio-Techne’s own expense and option, repair or replacement of the non-conforming Product.
      Bio-Techne is not required to repair or replace any defective Instrument or service part if Purchaser has not returned a signed clearance certification provided by Bio-Techne, which requires Purchaser to certify that the Instrument or service part has been appropriately decontaminated and cleaned and is safe for handling by Bio-Techne personnel.
      The warranty period for the repaired or replaced Product will not exceed the warranty period for the defective Product. The warranty period for any replacement parts, which may be new or reconditioned at Bio-Techne’s sole discretion, will not exceed the warranty period for the defective Instrument or service part.
      THE ABOVE WARRANTIES ARE EXCLUSIVE, AND BIO-TECHNE MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF SUITABILITY, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Any descriptions of the Products and any samples, Product inserts, online Product descriptions, and published catalogs, or similar material used in connection with the sale of Products are for the sole purpose of identifying the Products and are not to be construed as an express warranty that the Products will conform to such description. Any technical assistance provided by Bio-Techne is advisory only.
  15. Limitations on Remedies. IN NO EVENT SHALL BIO-TECHNE BE LIABLE TO PURCHASER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, OR LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT BIO-TECHNE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
    NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN BIO-TECHNE AND PURCHASER FOR THE PURCHASE OF THE PRODUCTS, BIO-TECHNE’S TOTAL LIABILITY TO PURCHASER ARISING FROM OR IN RELATION TO THESE TERMS, AN AGREEMENT BETWEEN THE PARTIES OR THE PRODUCTS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY PURCHASER TO BIO-TECHNE FOR THE APPLICABLE PRODUCTS. IN NO EVENT WILL BIO-TECHNE BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
  16. Indemnification. Purchaser shall hold harmless, indemnify and defend (at Bio-Techne’s request) Bio-Techne for any and all damages, liabilities, costs and expenses (including any costs of litigation, including but not limited to, attorneys’ fees and any other costs and expenses), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following: (a) Purchaser’s negligent or willful acts, or those of its employees and/or agents, (b) such Products being repaired or altered by persons other than Bio-Techne (unless expressly authorized in writing by Bio-Techne), (c) in the event that Purchaser modifies, or combines with any non-Bio-Techne goods or products, any of the Products purchased from Bio-Techne, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (d) from Products produced by Bio-Techne according to Purchaser’s specifications, (e) any violations of export control laws by Purchaser, or (f) Purchaser’s breach of any provision in these Terms. At Bio-Techne’s option, Bio-Techne will be entitled to retain separate counsel and all reasonable expenses and costs of such counsel shall be paid by Purchaser.
  17. Confidentiality and Intellectual Property.
    1. “Confidential Information” means any of Bio-Techne’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by Bio-Techne to Purchaser and labeled or marked as confidential, proprietary or its equivalent, or oral or visual information that is designated confidential, proprietary or its equivalent at the time of its disclosure. All Confidential Information shall be the exclusive property of Bio-Techne, and Bio-Techne retains all of its rights, title and interests. Purchaser agrees to use Confidential Information for the exclusive purpose of performing this Agreement. Purchaser shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Bio-Techne, Purchaser shall return all Confidential Information to Bio-Techne.
    2. Purchaser acknowledges that all intellectual property rights relating to Products, as between Purchaser and Bio-Techne, are solely and exclusively owned by Bio-Techne. Bio-Techne’s sale of Products to Purchaser only grants Purchaser a limited, non-transferable right, for Purchaser to use the quantity of Products bought from Bio-Techne in accordance with this Agreement. The act of Bio-Techne selling Products to Purchaser does not grant Purchaser a license to Bio-Techne’s intellectual property, or grant Purchaser the right to make or have made any Product or any portion thereof. The onus rests with the Purchaser to secure any required “freedom to operate” rights for other intended applications.
      Any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by or for Bio-Techne, or jointly by Bio-Techne and Purchaser, will be and will remain Bio-Techne’s sole and exclusive intellectual property, and Purchaser shall transfer and assign, and hereby does assign, all of its rights, title and interests in and to any such joint intellectual property to Bio-Techne and assist Bio-Techne, at Bio-Techne’s request and expense, in securing and recording Bio-Techne’s rights in such intellectual property.
  18. Force Majeure. Bio-Techne shall not be liable for any failure to perform this Agreement when such failure is due to circumstances beyond its control. Circumstances beyond the control of Bio-Techne include, but are not limited to, acts of God, governmental action, accidents, labor trouble, and inability to obtain materials, equipment or transportation.
  19. Waiver. No oral statements, recommendations or assistance given by a representative and/or distributor of Bio-Techne to Purchaser or its representatives in connection with the use of the Products will constitute a waiver by Bio-Techne of any of the provisions hereof, or affect Bio-Techne's liability herein. Bio-Techne’s failure to exercise any rights under this Agreement is not a waiver of it rights to damages for Purchaser’s breach of contract and is not a waiver of any subsequent breach.
  20. Governing Law/Disputes. Purchaser hereby agrees that the sole and exclusive jurisdiction and venue for any dispute with Bio-Techne, or in any way relating to these Terms or to Products purchased from Bio-Techne, is in the state and federal courts in the State of Minnesota. All disputes with Bio-Techne shall be governed by the laws of the State of Minnesota, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any other written agreement with Bio-Techne unless expressly stated otherwise. Purchaser further agrees and consents to the exercise of personal jurisdiction in these courts in connection with any dispute involving Bio-Techne or its affiliates, employees, officers, directors, agents and providers. Any cause of action brought by Purchaser arising out of or relating to this Agreement or to Products purchased from Bio-Techne, must be brought within one year after such cause of action arose. Actions not commenced by Purchaser within one year are permanently barred. All notices to be given under this Agreement shall be in writing and shall be served on Bio-Techne at 614 McKinley Place NE, Minneapolis, MN 55413 with a copy to legal@bio-techne.com, or shall be served on Purchaser at any address to which Bio-Techne is directed to ship Products, or any other address as Purchaser may, from time to time, designate by giving written notice to Bio-Techne in accordance with this Section. This paragraph survives expiration or termination of this Agreement.

  21. Miscellaneous. All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of this Agreement and any other written instrument delivered in connection herewith pursuant to the terms of such sections. In the event that any provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision will be deemed stricken from these Terms but such illegality, invalidity or unenforceability will not invalidate any of the other provisions of these Terms. Purchaser may not assign, including by operation of law, its obligations hereunder without Bio-Techne’s written consent.

     

Spatial Biology Terms & Conditions

These are the Spatial Biology Terms and Conditions ("Terms") under which Advanced Cell Diagnostics, Inc., Lunaphore Technologies, S.A. and Lunaphore Technologies, Inc. as well as any other entities within Bio-Techne Corporation (collectively, "ACD") sell Products and Services (as defined below). Any party purchasing Products ("Customer") will be subject to these Terms regardless of what method is used to submit its offer to purchase Products and/or Services ("Order"). Some of the Products and Services are subject to intellectual property licenses, software licenses, or other contract terms that Customer will not find here ("Supplementary Terms"). If such Supplementary Terms exist for the Products and Services being purchased, they will be found in a quotation, order acknowledgment, Product insert, or written agreement that accompanies or is associated with the Products and Services. The Order, these Terms, and Supplementary Terms (if any) are collectively and individually referred to herein as the Agreement ("Agreement"). Any reference to other business terms is void and null. ACD's acceptance of any Order by Customer is expressly conditioned on Customer's agreement to these Terms. ACD will not be bound by, and specifically objects to and rejects, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by Customer in any order, receipt, acceptance, confirmation, correspondence, or otherwise, unless ACD specifically agrees to such provision in a written instrument signed by ACD.

Definitions

  • "Product/s" means any product manufactured and/or sold by Advanced Cell Diagnostics, Inc., Lunaphore Technologies, S.A. and/or Lunaphore Technologies, Inc.

  • "Services" means installation, training, maintenance, repair of instruments, access to the laboratory of Lunaphore Technologies, S.A. and/or Lunaphore Technologies, Inc., and any other services provided by Lunaphore Technologies, S.A. and/or Lunaphore Technologies, Inc.or any authorized third party on behalf of Lunaphore Technologies, S.A. and/or Lunaphore Technologies, Inc.

  • "Software" means any software or firmware programs (including without limitation the associated source code and material) which are included in the Products and available by license to Customer.

  • "Third-Party Product" means a Product manufactured or edited by a third party.

  1. Purchase and Sale. ACD shall sell to Customer, and Customer shall accept and pay for, all Products and Services ordered by Customer pursuant to an Order that has been accepted by ACD. All Orders are subject to acceptance by ACD either in writing or by shipping Products or providing Services. ACD may accept any Order in whole or in part. Once Customer places an Order, the Order will only be cancelable within a period of twenty-four (24) hours after submission of the Order. By placing an Order for Software, when applicable, Customer acknowledges and agrees to the Supplementary Terms specified in the corresponding Software license agreement. By placing an Order for any Third-Party Product, Customer acknowledges and agrees to adhere to any applicable Supplementary Terms provided by the original manufacturer. It is understood that such Supplementary Terms take precedence over the provisions outlined in these Terms.

  2. Shipment and Delivery. Unless otherwise specified in the Order, Products shall be shipped via carrier selected by ACD FCA Incoterm 2020 shipping point, freight prepaid and added. Customer shall pay or reimburse ACD for all transportation, freight, import, export, customs, insurance, loading, packaging and handling charges, taxes, duties, fees, storage and all other charges applicable to the delivery of the Products. All shipments are subject to availability, and ACD may ship in installments. Title to the Products will pass to Customer upon ACD’s delivery of the Products to the carrier, subject to the limitations provided in these Terms. Risk of loss or damage shall pass to Customer upon delivery of Products to the carrier. Any claims concerning damage or loss in transit shall be placed through the delivering carrier or agent by Customer. Shipping dates are approximate. ACD shall not be liable for any claim, loss or damage attributable to any delay in or failure to make delivery. Software may be made available by ACD through electronic download, contingent upon ACD receiving any necessary documentation. Software delivery shall be deemed complete on the date when ACD furnishes download instructions to Customer.

  3. Quality Inspection. Customer is responsible for a quality and completeness check of a Product delivery immediately upon arrival, except when the Product package is marked with a notice specifying "Do Not Open - This package may only be opened by ACD or an ACD authorized agent" or similar instructions; when a package is thus marked, Customer shall only perform a visual check of the quality of the external packaging immediately upon arrival, as opening the package contrary to such instructions will automatically void the Product warranty. Any claims for damaged, missing or defective Products must be reported in writing to ACD within ten (10) business days from the date of receipt of the Products; otherwise the Products will be deemed to have been received in good condition and accepted by Customer. If directed by ACD, Customer must promptly return a rejected Product to ACD, at ACD's cost, unused and in a condition no worse than that delivered to Customer and in the Product’s original containers and packing material. ACD may refuse any returned Product not timely rejected in writing. If Customer rejects any portion of the Products for a valid defect or nonconformity, ACD shall, at its option, repair the Product or replace the Product with an identical or substantially similar Product. The foregoing shall be Customer’s sole and exclusive remedy for damaged or missing Products, and, except for the following express warranty rights, for defective Products. No return of a Product ordered and shipped shall be permitted unless the Product has been reported as defective in accordance with this paragraph and the return has been authorized in writing by ACD.

  4. Services

    1. General. Services may be provided at Customer's site and/or remotely. Each party is responsible for ensuring timely and effective collaboration with the other party. Customer shall furnish ACD with adequate resources, information, and access to the site and equipment necessary for the proper provision of Services; Customer’s failure or delay in meeting this obligation may lead to delay of the Services and additional costs to Customer.

    2. Installation & Training. When an Order includes installation Services for any instrument manufactured by Lunaphore Technologies, S.A. ("Installation"), Customer agrees to: (i) following delivery, facilitate Installation at the specified installation site address provided in the Order; (ii) ensure, at its own expense, that all necessary conditions are in place for Installation; (iii) notify ACD once the preparatory work for Installation has been completed; and (iv) designate a competent contact person on-site, available at the agreed-upon time of Installation. After the date of Installation ("Installation Date"), Customer must designate at least one responsible user, and all Customer users of the Product must attend a mandatory training session at Customer's site ("Training"). Customer shall not use the instrument until Customer’s users have attended the Training.

    3. Acceptance. Immediately after Installation and Training, Customer shall sign ACD's acceptance protocol (the "Acceptance"); the dates of Installation and Training shall be specified in the Acceptance. The Acceptance shall be deemed executed by Customer three (3) business days after completion of the Training; only a defect that substantially impairs the use of the installed Product, without any feasible workaround solution, may result in Customer’s non- acceptance, and ACD undertakes to promptly rectify any such defect. For clarity, the Acceptance shall not affect ACD’s warranty obligations.

    4. Maintenance & Repair. When included in an Order, the start date and initial term or duration of ACD’s maintenance services and repair services on a Product ("Maintenance Services" and "Repair Services") will be explicitly specified. Upon request, Maintenance Services provide Customer with one on-site preventive visit per contracted period, encompassing a functional check of the Product, recalibration of components, and replacement of necessary parts. Maintenance Services and Repair Services explicitly exclude consumables, third-party products, and software upgrades (i.e., changes in version). Customer shall strictly adhere to any recommended practices provided by ACD and the instructions outlined in the user manual for the Product; failure to comply with such obligations may result in additional charges for Maintenance Services and Repair Services

    5. Scientific Lab Services. When included in an Order, the start date, duration, and the number of hours for scientific consulting laboratory Services ("Scientific Lab Services") will be clearly specified. The Scientific Lab Services grant Customer access to a predetermined package of hours provided by ACD's scientific team upon Customer's request. The specific purpose of these services will be mutually agreed upon and detailed in the Order. The need for a separate consulting service agreement for such services will be determined by the parties. If the parties decide to conduct on-site Scientific Lab Services at Customer's premises, the number of hours will be calculated in eight (8) hour blocks. Customer is responsible for reimbursing any reasonable professional expenses, including travel and accommodation incurred by ACD’s personnel. ACD reserves the right to accept, reduce, or refuse on-site Scientific Lab Services based on its workload capacity and personnel availability. ACD will maintain a record of the hours spent on Scientific Lab Services, which will be shared with Customer upon request. Upon the conclusion of Scientific Lab Services, Customer acknowledges and agrees that any unused remaining hours will be forfeited, with no right to reimbursement or compensation. At its discretion, ACD may issue a credit note for unused Scientific Lab Services. Notwithstanding Section 6.1, unless expressly stated in the Order or agreed upon in a separate written contract between the parties, Customer retains exclusive ownership of the data generated during Scientific Lab Services, along with any derivatives or modifications of Customer materials produced as a direct result of such services. Unless otherwise agreed in writing by the parties, the know-how gained during the performance of Scientific Lab Services, such as the optimization of instrument settings, is the exclusive property of ACD. This know-how may be reused for any purpose, including product development, commercialization, and the creation of marketing materials.

    6. Instrument Access Lab Services. The type of instrument evaluation services, nature, and the number of sample staining Services ("Instrument Access Lab Services") shall be specified in an Order. Through Instrument Access Lab Services, ACD will process sample slides provided by Customer and subsequently return the resulting digital images to Customer. Residual sample slides will either be (i) destroyed or (ii) sent back to Customer upon request and at Customer's expense. Customer is responsible for arranging the shipment of the samples at its own cost. Customer represents and warrants that it possesses all rights and has obtained all necessary consents, approvals, licenses, and/or certifications as required by applicable laws to collect and transfer any sample slide or clinical patient data to ACD, and that ACD’s use of such slides and data solely for the purposes of providing Instrument Access Lab Services will not constitute an infringement of third- party intellectual property or privacy rights. To the extent applicable, all sample slides and patient data shall be coded and de-identified by Customer prior to transfer to ACD in accordance with HIPAA privacy standards under 45 CFR § 164.514 (a), (b) and (c) and similar applicable legislation. Digital images, data, and results generated through Instrument Access Lab Services are the property of Customer. ACD has the right to retain archives of Customer’s digital images. With the written consent of Customer, ACD may use these images for scientific marketing materials. Unless otherwise agreed in writing by the parties, the know-how gained during the performance of Instrument Access Lab Services, such as the optimization of instrument protocol parameters, is the exclusive property of ACD. This know-how may be reused for any purpose, including product development, commercialization, and the creation of marketing materials. The expected completion time for Instrument Access Lab Services will be specified in the Order. Both parties acknowledge and agree that Instrument Access Lab Services may not commence until ACD receives Customer's sample slides. Unless otherwise agreed, Customer shall not use Access Lab Services for the purpose of comparing and publishing technology results obtained through the use of any competing product.

  5. Payment

    1. Prices. The price for any Product and/or Service shall be the price stated in ACD’s unexpired quote to Customer. Product prices mentioned in the initial quotation are not final and may be subject to change based on the shipping conditions specified by the Customer in a subsequent purchase order. Unless the Order explicitly specifies otherwise, Customer is responsible for paying all relevant charges, including VAT and other taxes, customs duties, levies, and/or fees imposed by any authority or any costs related to special packaging requests, all of which are payable by Customer. In the event ACD is required to pay any such taxes, customs duties, levies, fees, and/or other costs, Customer shall promptly reimburse ACD. By default, Order amounts are stated exclusive of VAT, and any applicable VAT will be added to the invoice. If Customer claims an exemption from tax, Customer shall provide ACD, at the time the Order is submitted, an exemption certificate or other document acceptable to the authority imposing the taxes, fees, duties and levies

    2. Invoicing and Payment Terms. Unless otherwise specified in the Order, ACD's invoicing schedule will be the following: (i) for Products, upon shipment of the Product; (ii) for one-time Services, within thirty (30) days of completion of the Services, and if the Services are recurring, periodically as agreed with Customer. ACD may require advance payment or securities from Customer for certain Products and Services. Unless the Order specifies otherwise, all amounts are due and payable without any set-off or deduction within thirty (30) days from the invoice date.

    3. Late Payment. In the event of late payment for an instrument Product manufactured by Lunaphore Technologies, S.A., a reminder fee of 40,000 USD, or the equivalent in other currencies, shall become immediately due. For all Products and Services, the total outstanding amount will be increased at the rate of one and a half percent (1.5%) per month or the maximum allowed by law, whichever is less, from the date payment is due until the date payment is actually received. Customer agrees to immediately pay these late payment charges upon request by ACD. In case of payment not received when due, ACD reserves its right to cancel Services and pending Orders

    4. Securities. ACD may choose to retain a security interest in all instrument Products manufactured by Lunaphore Technologies, S.A. and sold to Customer to secure all of Customer's obligations to ACD under this Agreement. Upon Order confirmation, Customer will execute any necessary documents to create and perfect this interest.

    5. Validity of the Offer. An Offer made by ACD is irrevocable during the term stated in the Offer. If no term is stated in the Offer, the Offer shall remain valid for a period of thirty (30) calendar days from the date of Offer submission.

  6. Intellectual property rights

    1. General. As between the parties, all intellectual property rights relating to any Products and/or Services are solely and exclusively owned by ACD. Customer shall not dispute ACD's ownership of any such intellectual property rights at any time. Illustrations, drawings, user manuals, and other documents provided with the Products and/or Services may not be utilized, copied, reproduced, or shared with third parties without the prior written consent of ACD. Customer acknowledges that ACD is free to use, for any purpose, any knowledge (such as ideas, concepts, know-how, and techniques, among others) acquired during the performance of Services in intangible form, which may be retained in the unaided memories of the personnel performing the Services. Unless expressly stated or agreed otherwise, nothing in these Terms or in the Order shall be construed as granting any rights to Customer regarding any intellectual property rights related to Third-Party Products.

    2. ACD Software. Unless otherwise agreed by the parties, all Software will be licensed (not sold) to Customer. ACD grants Customer a limited, non-transferable, and non-exclusive right to use the Software for its intended application, contingent upon the payment of all related fees and charges and subject to a specific Software license agreement governing the terms and conditions of the license.

    3. ACD Products. With respect to any Product, Customer shall: i) adhere to and reproduce copyright notices and other markings as indicated by ACD; and (ii) avoid using any components of the ACD Product or related licensed material separately from the ACD Product.

    4. Patent Disclaimer/Indemnity. ACD does not represent or warrant that the use or sale of the Products or Services delivered hereunder does not or will not infringe the claims of any United States or other patent covering the use thereof in combination with other products or in the operation of any process. Additionally, Customer shall indemnify ACD and its affiliates from any legal action that may result from Customer’s use of any Product under this Agreement.

  7. Warranties

    1. Limited Product Warranty. During the Warranty Period (as defined below), ACD warrants that Products will operate in substantial conformance with their specifications and will be free from material defects under normal use; for Products subject to an expiration date, such as consumables, ACD warrants that these Products will substantially conform to the standard specifications up to the expiration date

    2. Coverage. Unless an additional warranty service is expressly contracted, ACD shall provide Customer with a default 12- month period from delivery ("Warranty Period") warranty on ACD Products. In case of instruments manufactured by Lunaphore Technologies, S.A., the Warranty Period commences on the Installation Date. In case of consumables or Software, the Warranty Period commences on the delivery date. Following the conclusion of Warranty Period, any additional contracted warranty service period will begin ("Extended Period").

    3. Reporting Defects. During the Warranty Period and any Extended Period, any defects in ACD Products must be reported to ACD in writing and as soon as reasonably possible, but no later than thirty (30) days from the date of discovery. Provided Customer reports the defect in a timely manner, ACD, at its sole discretion, will either repair, replace, or prorate reimbursement for defects. ACD shall determine whether the ACD Product is to be repaired at Customer's site or off-site. Repair or replacement will not suspend or prolong the original Warranty Period. ACD’s warranty applies only if Customer's use of the Product is in conformity with standard specifications, user manuals, and ACD-provided instructions. If ACD determines that the warranty claim by Customer is not justified (i.e., not covered by the ACD warranty), belated, or not formally correct, Customer shall be responsible for all related investigation, remedy, reasonable expenses (including travel and accommodation expenses), and shipping fees. Products reasonably determined by ACD to be defective, independent of Customer’s error, shall be replaced by ACD, provided that such defective Products were used by Customer prior to expiration date or, if there is no expiration date, the Products were used within six (6) months of receipt, and the defect was promptly reported with appropriate detail to ACD’s technical support. For Third-Party Products, any third-party warranties will be forwarded to Customer for its direct benefit with regard to the third-party manufacturer. In these cases, ACD will assist during the warranty claim process but Customer must pursue such warranties with the applicable third-party manufacturer.

    4. Limited Services Warranty. ACD warrants that Services will be performed in a skillful and workmanlike manner by professionally qualified personnel in conformance with generally accepted professional standards of care and conduct. For clarity, Services are provided without any warranty other than as set forth in this Section 7.4. ACD makes no other warranties, express or implied, regarding any matter whatsoever, including without limitation the condition, originality, or accuracy of such Services, or of any discovery or development relating to such Services, or as to the accuracy, merchantability, or fitness of any such result based on Services for any particular purpose.

    5. Exclusions. ACD does not warrant uninterrupted or error-free operation of a Product or Service, and it disclaims responsibility for third-party disruptions or unauthorized third-party access to a Product or Service. ACD does not guarantee any delivery dates and shall not be held responsible for any loss or damage arising from any delay in delivery, regardless of the cause of such delay. Any instrument Product whose installation, calibration, maintenance, other modification, or repair has not been performed by ACD or an authorized agent is not covered by any ACD warranty. ACD warranties do not apply in cases of damage not caused by ACD, defects and faults attributable to natural wear and tear, accidents, neglect, misuse, failure of utility supply, improper storage or operating environment, transportation, or cleaning, failure to comply with instructions, specifications, or user manuals provided by ACD, or use of the Products for a purpose or in a manner other than that for which they were designed. Unless otherwise stated in the Order, Customer is responsible for damages or defects caused during the transportation of Products. Any suggestions by ACD regarding use, selection, application or suitability of Products shall not be construed as a warranty. The warranties identified in this Section 7 are ACD's sole and exclusive warranties with respect to Products and Services and are in lieu of all other warranties. To the extent permitted by applicable law, ACD disclaims all other representations, conditions and warranties, expressed or implied, with respect to the Products and Services, including but not limited to any implied warranties of merchantability, satisfactory quality, non- infringement or fitness for a particular purpose.

    6. Remedies for Breach of Warranty. Subject to this Section 7, with respect to any breach of any ACD warranty during the Warranty Period or Extended Period, repair or replacement, at ACD’s option, shall be Customer’s sole and exclusive remedy for any breach of warranty claim.

  8. Limitation of Liability. EXCEPT TO THE EXTENT CAUSED BY ACD’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR REQUIRED BY APPLICABLE LAW, ACD SHALL HAVE NO LIABILITY FOR ANY LOSS OF USE OR PROFITS, LOST DATA, EQUIPMENT DOWNTIME, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ACD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACD’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO ACD FOR THE PRODUCTS OR SERVICES. CUSTOMER UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER ARE REFLECTED IN THE PRICE OF THE PRODUCTS AND SERVICES AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK. ACD DOES NOT WARRANT THIRD PARTY PRODUCTS. SUPPORT FOR THIRD- PARTY INSTRUMENTATION AND PRODUCT IS PROVIDED BY THE ORIGINAL MANUFACTURER OF THE PRODUCT. SHOULD A THIRD PARTY BRING AN ACTION AGAINST ACD RELATING TO DEFECTS IN A DELIVERED PRODUCT OR RENDERED SERVICE, ACD SHALL BE ENTITLED TO DETERMINE THE SCOPE OF THE ACTIONS NECESSARY FOR A DEFENSE IRRESPECTIVE OF THE RESPONSIBILITY TO ASSUME THE COSTS. CUSTOMER UNDERTAKES TO SUPPORT ACD IN SUCH DEFENSE IN EVERY RESPECT.

  9. Indemnification. Customer agrees to defend, indemnify and hold harmless ACD and its affiliates, and its and their directors, employees, agents, successors and assigns from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorneys' fees) that ACD or its affiliates may incur as a result of any claim or action arising out of Customer’s use of the Products, off label use, improper handling of materials (including sample slides) or non-observance of the instructions and user manuals on part of Customer.

  10. Insurance. ACD shall maintain standard insurance coverage for the industry. This coverage shall include, but is not limited to, general liability that incorporates product liability, with a minimum amount of USD 2,000,000 for any loss resulting from the conduct of ACD pursuant to this Agreement. Additionally, ACD shall maintain errors and omissions insurance, with limits of at least USD 2,000,000 for any one occurrence or series of occurrences arising from any one incident or accident. Upon Customer's request, ACD shall provide evidence of such insurance and, if required subject to separate agreed conditions, may name Customer as an additional insured.

  11. Delays. ACD shall not be liable for delay or failure in performance of any obligations hereunder if performance is rendered impracticable by the occurrence of any condition beyond the reasonable control of ACD. In the event of any such delay or failure in performance, ACD shall have such additional time within which to perform its obligations hereunder as may reasonably be necessary under the circumstances.

  12. Regulatory Terms

    1. Products Marketed "Research Use Only". Products referred to or labelled as "Research Use Only" are intended solely for research use and, in particular, are not intended for use in clinical diagnostics. ACD makes no claim that such Products provide information for, or are suitable for use in, diagnosis, prevention, monitoring, prediction, prognosis, treatment, or alleviation of disease.

    2. Products Marketed for "In Vitro Diagnostic Use". Products marketed by ACD for IVD use have been cleared by the FDA, and CE marked in the European Union, for IVD use. No license is conveyed or implied for Customer to use, and Customer agrees not to use, such Products in any manner requiring other regulatory approval, clearance or registration relating to IVD use.

    3. Chemical Purposes only. Products which are or may be drugs, food additives or diagnostic reagents, as described in the federal food, drug and cosmetic act, are for investigational use only in laboratory research animals or testing in vitro, and are not for drug, new drug, veterinary drug, food, food additive or human use. Unless otherwise indicated, all products are distributed and sold for "Chemical Purposes Only", not for drug use or for application to or ingestion by humans or for commercial horticulture use, for pesticide use, for application to or ingestion by animals or for veterinary drug use. All products sold by ACD to Customer shall be used by qualified professionals only.

    4. Beta and Early Access Products. If any Product is a beta, technology access, early access, or other precommercial release version ("Pre-release Product"), then this section applies, and shall supersede any conflicting term in the Agreement. Customer acknowledges that the Pre-release Product is a pre-release version, does not represent final product from ACD or its affiliates, and may contain defects, bugs, errors and other problems that could cause system or other failures, sample loss and data loss. CONSEQUENTLY, ANY PRE-RELEASE PRODUCT IS PROVIDED TO CUSTOMER "AS IS", AND ACD DISCLAIMS ALL WARRANTIES (INCLUDING THE LIMITED WARRANTY SET FORTH IN SECTION 7.1) AND ALL LIABILITY OBLIGATIONS TO CUSTOMER OF ANY KIND. Customer acknowledges that ACD has not promised or guaranteed to Customer that the Pre-release Product will be announced or made available to anyone in the future, that ACD has no express or implied obligation to Customer to announce or introduce the Pre-release Product, and that ACD may elect not to introduce a product similar to or compatible with the Pre-release Product. Accordingly, Customer acknowledges that any research or development that Customer performs using the Pre-release Product or any product associated with the Pre-release Product is done entirely at Customer’s own risk.

    5. Disclaimer. ACD does not undertake to perform any of Customer’s own regulatory obligations, nor assume any responsibility for Customer’s business or operations. Customer is solely responsible for its use of Services and Products. Customer is solely responsible for obtaining all necessary approvals, permissions and/or licenses or intellectual property rights from applicable third parties as may be required for Customer’s research and any other intended uses. It is solely Customer’s responsibility to make sure the Products and Services are suitable for Customer’s particular use. The burden for safe use and handling of all products sold by ACD to Customer is entirely the responsibility of Customer. Absence of hazardous warnings does not imply nontoxicity.

  13. Use Restrictions. Except as otherwise approved by ACD in writing, Customer shall: (i) use Products in strict accordance with all applicable laws, rules, and regulations, applicable instructions, warnings and other information in user manuals and other Product documentation, and in the manner for which they were intended; (ii) ensure that anyone using the ACD Products is adequately trained and does so exclusively for Customer's authorized use, strictly in accordance with the ACD Products’ designated use and license; (iii) not disassemble, reverse-engineer, reverse-compile, or reverse-assemble any of the Products, separate, extract, or isolate components of the Products or subject any of the Products or components thereof to any analysis not expressly authorized by ACD, nor gain access to or attempt to determine the methods of operation of any of the Products; (iv) not transfer, resell, or modify any Product for resale without prior written consent of ACD; and (v) not dilute any Product unless instructed to do so in the user manual of the Product.

  14. Export Controls. Customer acknowledges that the Products and related materials may be subject to export controls under the U.S. Export Administration Regulations and related U.S. laws. Customer will (i) strictly comply with all legal requirements established under these controls, (ii) cooperate fully with ACD in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re-export, divert, transfer or disclose, directly or indirectly, any Product or related technical documents or materials or any direct product thereof to any country (or to any national or resident thereof) which the U.S. Government determines from time to time is a country (or end-user) to which such export, re-export, diversion, transfer or disclosure is restricted, without obtaining the prior written authorization of ACD and the applicable U.S. Government agency. Customer represents and warrants that it is not designated on, or associated with any party designated on, any of the United States government restricted parties lists, including without limitation, the United States Commerce Department Bureau of Industry and Security ("BIS") Denied Persons List; Entity List or Unverified List; the United States Treasury Department Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List; or the United States State Department Directorate of Defense Trade Controls ("DDTC") Debarred Parties List. Customer shall comply with all applicable United States economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC. ACD may terminate this Agreement and discontinue any ongoing supply to or business with Customer immediately, without notice and without liability, upon ACD becoming aware that Customer, or any party associated with Customer, is named on any restricted party list.

  15. Confidentiality. The parties agree that the Product and Service pricing as well as the terms and conditions offered herein are confidential and proprietary to ACD, and Customer shall maintain in confidence and not disclose such confidential information to any third party, except as required to do so by law or for the purposes of disclosing or providing to Customer’s employees, attorneys, accountants, consultants, group purchasing organizations, and other third parties retained by or related to Customer to the extent such disclosure is required in order for such recipient parties to perform their roles or responsibilities on behalf of Customer and provided that such persons and entites are subject to identical confidentiality obligations; Customer will be responsible for the compliance of such persons and entities with the obligations herein. If Customer breaches this section, ACD may rescind or terminate any unexecuted quote or agreement or executed quote or agreement immediately and may seek any and all remedies available to it as a result of this breach including injunctive relief and damages. If further confidential information is disclosed among the parties, the parties shall enter into a separate confidentiality agreement. ACD maintains the privacy of its customers’ information in compliance with relevant law and in accordance with its privacy policy, as posted on its website and amended from time to time.

  16. Disclosure. All discounts and other price reductions provided by ACD are "discounts or other reductions in price" for purposes of 42 U.S.C. § 1320a-7b(b)(3)(A). To the extent applicable, Customer agrees to completely and accurately report the discounts provided hereunder in claims or cost reports submitted to federal and state health care programs in accordance with all applicable laws and regulations, including without limitation 42 C.F. R. § 1001.952(h). In addition, Customer shall retain these Terms and other documentation provided by ACD regarding the discounts provided hereunder and provide such documentation to authorized representatives of the U.S. Department of Health and Human Services or a state health care program upon request.

  17. Third-party subcontractors. ACD may use personnel and resources in other locations or third-party contractors to support the delivery of Products and Services. ACD remains responsible in the event that it uses third party contractors for Services.

  18. Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other, except that each party may assign this Agreement in the event of a change of control relating to operations of sale, acquisition, merger, take-over, transformation, demerger, wind-up implying the transfer or liquidation of the majority of the assets, voting rights or stock of a corporation. Assignment of ACD’s rights to receive payments is not restricted.

  19. Anti-bribery & Anti-corruption. Each party shall comply with all applicable anti-corruption and anti-bribery laws and regulations, including but not limited to, the United States Foreign Corrupt Practices Act and United Kingdom Bribery Act (collectively, "Anti- Bribery Laws"). Neither party shall cause the other or its representatives or agents to be in breach of any Anti-Bribery Laws. In providing and purchasing the Products and Services, each party (i) agrees not to, directly or indirectly, offer to make, promise, authorize or accept any payment or anything of value, including bribes, gifts and/or donations to or from any public official, regulatory authorities or anyone else for the purpose of influencing, inducing or rewarding any act, omission or decision in order to secure an improper advantage, including to obtain or retain business, and (ii) shall comply with all Anti-Bribery Laws. Each party shall notify the other or its representatives or agents immediately upon becoming aware of any breach under this Section

  20. Notice. Any formal notice must be in writing and sent to the address on the Order, unless a party designates a different address in writing, with a copy to legal@bio-techne.com.

  21. Applicable law and competent jurisdiction. If an Order is placed to an ACD entity specifying an address in United States, any dispute or claim arising out of or in relation to the Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to the conflicts of laws provisions thereof). The UN Convention on the International Sale of Goods shall not apply to this Agreement. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the federal and state courts located in New York, provided that ACD may elect, at its option, to bring action in the courts for the location of Customer’s principal office, and Customer consents to the jurisdiction of such courts with respect to any such action. Any cause of action brought by Customer arising out of or relating to this Agreement or to Products and/or Services purchased from ACD must be brought within one year after such cause of action arose. Actions not commenced by Customer within one year are permanently barred.

  22. Entirety. If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Nothing in the Agreement affects statutory rights that cannot be waived or limited by contract. These Terms constitute the entire agreement between Customer and ACD and is the final statement of the terms of the agreement, superseding all prior written and oral agreements, understandings and undertakings with respect to the Products and Services. No oral statements, recommendations or assistance given by a representative and/or distributor of ACD to Customer or its representatives in connection with the use of the Products or Services will constitute a waiver by ACD of any of the provisions hereof, or affect ACD’s liability herein. ACD’s failure to exercise any rights under this Agreement is not a waiver of its rights to damages for Customer’s breach of contract and is not a waiver of any subsequent breach.

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