Terms and conditions

GENERAL - These Terms and Conditions of Sale (“Terms and Conditions”) shall govern the sale and licence to the purchaser (“Buyer”) of services, consumables, reagents, software, and other products (“Products”) by inSEIT AG. (“inSEIT”) provided to Buyer in connection therewith. These Terms and Conditions shall replace and supersede any current or future purchase orders or similar forms that are not mutually signed by inSEIT and Buyer.

PRICE - Excludes all insurance, freight, taxes, fees, duties and levies, which shall be payable by Buyer

DELIVERY - All sales are FCA Seller's shipping point unless otherwise noted. If Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of the goods to the carrier at Seller's shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit. Seller reserves the right, in its discretion, to determine the exact method of shipment. Seller reserves the right to make delivery in instalments, all such instalments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries.

CANCELLATION AND REJECTION - BUYER MAY NOT CANCEL ANY ORDER ONCE 
inSEIT HAS ACCEPTED BUYER’S Purchase Order. BUYER WILL BE RESPONSIBLE FOR, AND IMMEDIATELY PAY, ANY FEES INCURRED BY inSEIT OR PAYMENTS OWED BY BUYER WITH RESPECT TO BUYER’S ORDER IN THE CASE OF A CANCELLATION AFTER THE ACCEPTANCE DATE. Any claims for damaged, missing or defective Product must be reported in writing to inSEIT by Buyer within five (5) days from the date of receipt of Product. For any valid claim made, inSEIT shall repair, replace, or provide a credit for the Product against future purchases. The foregoing shall be Buyer’s sole and exclusive remedy for damaged or missing Products, and, except for express warranty rights, for defective Products or deficient Services.

PAYMENT - Buyer will be invoiced at the time of shipment of each Product or upon start and/or completion of Service. Buyer shall make payment in full within thirty (30) days of the date of the invoice. Late payments may incur a charge at the rate of one and one-half percent (1.5%) percent per month, or the maximum allowed by law, whichever is less. Further shipment of Products may be declined without advance notice if Buyer fails to make any payment when due, or if the financial condition of Buyer becomes unsatisfactory to inSEIT. inSEIT may elect to retain a security interest in all Products sold to Buyer to secure all of Buyer’s obligations to inSEIT under these Terms and Conditions, and Buyer will execute any documents necessary to create and perfect this interest.

LIMITED WARRANTY - inSEIT warrants to and only to Buyer for thirteen (13) months from the date of shipping or one (1) year from the date of receipt (or for the period specified in the inSEIT’s product insert), whichever occurs first, that the reagents, consumables, and software are free from defects in material and workmanship and conform to inSEIT’s published specifications in all material respects. inSEIT’s sole and exclusive liability (and Buyer’s sole and exclusive remedy) under the foregoing warranty shall be to repair or replace software and consumables or provide Buyer a refund, as solely determined by inSEIT. Nonconforming products will be serviced at Buyer’s facility or, at inSEIT’s option, inSEIT’s facility. If service is performed at inSEIT’s facility, inSEIT will bear shipping costs. Reagents or consumables reasonably determined by inSEIT to be
defective, independent of user error, shall be replaced by inSEIT on a 1:1, like-kind basis at no cost to Buyer provided that such defective reagents or consumables were stored by Buyer at the recommended conditions, used by Buyer prior to their expiration date, and the defect was promptly reported with appropriate detail to inSEIT's technical support. Except as provided above, this warranty does not apply to any defect caused by failure to provide a suitable storage, use, or operating environment, use of non-recommended reagents, spills, or the use of the Products for a purpose or in a manner other than that for which they were designed, modifications or repairs done by Buyer, or any other abuse, misuse, or neglect of the Products. This warranty applies only to Buyer, and not third parties. The foregoing is not intended to limit any warranty extended to Buyer by a third party original equipment manufacturer of a Product or component thereof, provided that any remedy received by Buyer under any such warranty shall relieve inSEIT of its obligations with respect to the subject of such remedy. TO THE EXTENT PERMITTED BY APPLICABLE LAW, inSEIT AND ITS SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

PRE-RELEASE PRODUCTS - If any Product or Service is a beta, technology access, early access, or other pre-commercial release version ("Pre- release Product"), then this Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in these Terms and Conditions, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Product, but only to the extent necessary to resolve the conflict. Buyer acknowledges that the Pre-release Product is a pre-release version, does not represent the final product from inSEIT, and may contain defects, bugs, errors and other problems that could cause system or other failures, sample loss and data loss. CONSEQUENTLY, THE PRE-RELEASE PRODUCT IS PROVIDED TO YOU "AS IS", AND inSEIT DISCLAIMS ALL WARRANTIES (INCLUDING THE LIMITED WARRANTY SET FORTH ABOVE) AND ALL LIABILITY OBLIGATIONS TO BUYER OF ANY KIND. Buyer acknowledges that inSEIT has not promised or guaranteed to Buyer that Pre-release Product will be announced or made available to anyone in the future, that inSEIT has no express or implied obligation to Buyer to announce or introduce the Pre-release Product and that inSEIT may elect not to introduce a product or service similar to or compatible with the Pre-release Product. Accordingly, Buyer acknowledges that any research or development that Buyer performs using the Pre-release Product or any product associated with the Pre-release Product is done entirely at Buyer’s own risk.

LIMITED LICENCE - Subject to these Terms and Conditions, and to the terms and conditions of any licence provided by inSEIT that is specific to a particular Product (which shall govern with respect to such Product in the event of conflict with these Terms and Conditions), inSEIT hereby grants to Buyer a non-exclusive, non-transferable, non-sublicensable licence to use the Product(s) provided to Buyer by inSEIT only in accordance with the manuals and written instructions provided by inSEIT. Buyer understands and agrees that except as expressly set forth in these Terms and Conditions (or in the inSEIT-provided licence specific to a particular Product), no right or licence to any patent or other intellectual property owned or licensable by inSEIT is conveyed or implied by these Terms and Conditions for any Product or Service. In particular, no right or licence is conveyed or implied to use any Product provided hereunder in combination with a product not provided, licensed or specifically recommended by inSEIT for such use.

PRODUCTS MARKED AS RESEARCH USE ONLY - Products marketed by inSEIT For Research Use Only do not have the approval or clearance of the European Medicines Agency (“EMEA”), European Food Safety Authority (“EFSA”), U.S. Food and Drug Administration (“FDA”) or other regulatory approval, clearance or registration for in vitro diagnostic (“IVD”) use. No licence is conveyed or implied for Buyer to use, and Buyer agrees not to use such Products in any manner requiring FDA or other regulatory approval, clearance or registration relating to VD use.

USE RESTRICTIONS - Except as otherwise approved by inSEIT in writing, Buyer is not licensed to, and agrees not to: (a) Resell any inSEIT- supplied consumable, reagent or service, (b) Transfer, or distribute any inSEIT-supplied consumable, reagent or service, directly or indirectly, to any third party for any purpose or use, (c) Use or allow anyone to use any inSEIT-supplied consumable more than once or (d) Dilute or reverse engineer any inSEIT-supplied reagent.

INDEMNIFICATION - Buyer agrees to indemnify inSEIT and its employees, officers, directors, representatives, contractors and suppliers and hold each of them harmless from and against any losses, liabilities, demands, damages, costs and expenses, including without limitation reasonable legal fees and expenses, arising from or relating to the “products” or their use. Buyer agrees to fully cooperate with inSEIT and its counsel in its defence and preparation for any such action or proceeding.

LIABILITY LIMITATION - EXCEPT TO THE EXTENT CAUSED BY inSEIT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR REQUIRED BY APPLICABLE LAW, inSEIT SHALL HAVE NO LIABILITY FOR ANY LOSS OF USE OR PROFITS, PROCUREMENT OF SUBSTITUTE GOODS 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 inSEIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AS TO ANY inSEIT LIABILITY NOT LEGALLY SUBJECT TO THE FOREGOING, inSEIT’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO inSEIT IN THE PRIOR TWELVE (12) MONTHS. BUYER UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER ARE REFLECTED IN THE PRICE OF THE PRODUCTS AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK.

EXPORT CONTROLS - Buyer acknowledges that the Products and related materials may be subject to export controls under the Swiss Export Administration Regulations and related Swiss laws. Buyer will (a) comply strictly with all legal requirements established under these controls, (b) cooperate fully with inSEIT in any official or unofficial audit or inspection that relates to these controls and (c) 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 Swiss 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 inSEIT and the applicable Swiss Government agency.

UNFORESEEN EVENTS/ FORCE MAJEURE - inSEIT 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 inSEIT. In the event of any such delay or failure in performance, inSEIT shall have such additional time within which to perform its obligations hereunder as may reasonably be necessary under the circumstances.

MISCELLANEOUS - These Terms and Conditions constitute the entire agreement between Buyer and inSEIT with respect to the subject matter hereof and is the final, complete, and exclusive statement of the terms of the agreement, superseding all prior written and oral agreements, understandings and undertakings with respect to the subject matter hereof. The waiver of any
provision or any breach thereof shall not affect any other provision of these Terms and Conditions. In the event that any provision of this Agreement or portion thereof is found to be illegal or unenforceable, the Agreement shall be construed without the unenforceable provision or portion thereof.

GOVERNING LAW - All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of Switzerland (Canton Bern) including its conflict of laws principles. Each party to this order agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in the Court or the City of Bern.