GENERAL TERMS AND CONDITIONS

1. PURPOSE

These general terms and conditions of sale (“Terms”) shall apply to the products and services (hereinafter jointly referred to as the “Products”) manufactured or provided by Oy Medix Biochemica Ab or its Subsidiaries (hereinafter “Medix” or individually as “Medix Entity”) to its customers (hereinafter the “Customer”) to the extent not otherwise agreed in writing. Medix, its Subsidiaries and Customer are hereinafter jointly referred to as the “Parties” or individually as the “Party”, as required by the context.  

For the purposes of these Terms, the following definitions apply:  

“Subsidiary” shall mean with respect to a Party, any corporation, partnership, limited liability company or other legal entity which, directly or indirectly, controls, is controlled by, or is under common control with, the specified Party. For purposes of this definition, the term “control” as applied to any Party or entity, refers to a legal entity owning or holding fifty (50) percent or more of the share capital and/or the legal entity being entitled to elect or appoint directors or persons performing similar functions. 

“Customer Representatives” shall mean the Customer and its Subsidiaries, and their directors, employees, agents, representatives, customers and any other persons or entities accessing the Products through or on behalf of the Customer.  

2. GENERAL

2.1 Except where supplemented by any special conditions agreed between the Parties in writing, the placing of an order by or on behalf of the Customer (“Order”) shall be deemed to be subject to these Terms which the Customer is deemed to have accepted and which shall apply to the exclusion of any other provisions contained in any other document issued by or on behalf of the Customer and in particular, contained in any Order, request for service or acknowledgement sent by the Customer. These Terms supersede and override any and all contractual terms and conditions of the Customer howsoever and whenever communicated. No modification or amendment of these Terms shall be binding unless agreed to in writing by Medix. If Parties have concluded, or will conclude, a separate written supply or distribution agreement, the terms and conditions of such agreement shall apply. Medix may change these Terms from time to time and the Terms applicable at the time of the Order will apply to that Order. 

2.2 All Orders shall be subject to separate written order confirmation by Medix to be valid and binding on Medix. An acknowledgement of the receipt of an Order from Medix is not an order confirmation. No additional or different provisions proposed by Customer will apply, unless expressly agreed to in writing by Medix. Customer agrees to give sufficient information requested by Medix for Medix to carry out its part of the Order. Customer agrees that Medix can keep records of Customer’s Orders and any given information and/or agreement.  

2.3 Medix reserves the right to refuse or cancel an Order for any reason including, but not limited to, due to limitations on available Product quantities, inaccuracies in the Customer’s ordering or billing information, errors in Product or pricing information, or any other potential problem identified by Medix. Medix will contact the Customer if an Order or any portion thereof is cancelled or if additional information is required to accept the Order. 

2.4 No confirmed Order may be cancelled by the Customer except with the agreement in writing of Medix and on terms that the Customer shall indemnify Medix in full against all loss (including loss of profit), costs and expenses incurred by Medix as a result of such cancellation. In the event Medix agrees to make changes to a confirmed Order, Medix is entitled to charge the Customer a handling charge determined by Medix. 

2.5 Medix will use commercially reasonable efforts to deliver the Product as soon as reasonably practicable or (where applicable) on or by any date agreed in writing by the Parties. Any time or date stated for the delivery of the Product is given and intended as a non-binding estimate only and shall not be of the essence. Medix shall not be liable in any way whatsoever for the consequences of any delay in its delivery of the Product. Unless otherwise stated in writing, Medix shall be entitled to make partial delivery of the Product. 

3. GENERAL OBLIGATIONS OF THE CUSTOMER 

3.1 Unless stated otherwise in the Product’s instruction manual or supporting documentation, the Customer shall be entitled to use the Product only for research and development or for the further manufacturing of its own devices, assays, reagents and/or similar products. The Customer expressly agrees not to resell the Products without the prior written consent of Medix.  

3.2 The Customer shall at all times, and shall ensure that the Customer Representatives shall, conduct its business in full compliance with all applicable laws and regulations including, but not limited to, any applicable anticorruption laws or regulations. Specifically, the Customer shall not, and shall ensure that the Customer Representatives shall not, offer, promise, authorize, give, request or accept any bribe or improper advantage, including (without limitation) cash or cash equivalents, kickbacks, facilitation payments, excessive or inappropriate gifts or hospitality, travel or entertainment, political or charitable contributions made to influence a decision, sponsorships or donations benefiting a public official or decision-maker, employment offers or internships for relatives or associates of a public official, or any other thing of value intended to improperly obtain or retain business or secure any improper advantage.  

3.3 The Customer acknowledges that in its line of business trade, economic or finance sanctions or embargoes are imposed and enacted from time to time by the UN, EU, UK, USA or other countries (“Sanctions”). Customer warrants that it will comply with all applicable Sanctions and that the Products received from Medix are not distributed, sold, exported, re-exported, transferred, used or provided directly or indirectly to any country, or legal or natural person in violation of the Sanctions. The Customer warrants that at all times in connection with and throughout the course of the business relationship between the Parties, the Customer shall comply with and shall take adequate measures to ensure that its employees and contractors comply with, the Sanctions. The Customer shall indemnify and hold harmless Medix in the event of any loss or damage resulting from a breach or an alleged breach of Sanctions by the Customer, its employees or contractors. Breach of this Section shall be deemed to be a material breach of the confirmed Order or any supply contract between the Parties. The Customer further agrees that it shall not directly or indirectly sell or otherwise distribute the Products and/or documentation related thereto in violation of any applicable export or import control law and regulation. In addition, Medix may suspend performance or terminate any confirmed Order or contract immediately by notice if Medix reasonably believes that performance would breach applicable Sanctions or export control laws or that the Customer has breached this Section. The Customer shall promptly provide information reasonably requested to enable Medix to comply with Sanctions, export controls and screening requirements. 

3.4 The Customer is not permitted to make changes or modifications to the Products in any way, including, but not limited to, their packaging, without a prior written consent of Medix. The Customer shall not use, remove, alter, obscure or otherwise interfere with or act in any way as may be construed by Medix as infringing (or being detrimental to) any trademarks, trade symbols or other logos or marks, copyright and other intellectual property rights belonging to Medix (or any third party) relating to the Products or any part thereof without the prior written consent of Medix. Customer shall at all times recognize, respect and protect Medix's right of total ownership of any and all intellectual, industrial or property rights relating to the Products and shall not in any way derogate, diminish, or weaken Medix's sole rights in the registrations of the aforesaid rights. 

3.5 Where Products are manufactured, adapted or labelled to the Customer’s specifications, instructions, formulations or materials, the Customer shall defend, indemnify and hold harmless Medix, its Subsidiaries and their respective directors, officers, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any allegation that such specifications, instructions, formulations or materials: (a) infringe or misappropriate any intellectual property right; (b) violate applicable law or industry standards; or (c) cause bodily injury, death, or damage to property when used as specified by the Customer. This indemnity shall survive termination or expiry of these Terms. 

3.6 Medix and/or its licensors own and shall retain all right, title and interest in and to all intellectual property rights in the Products, documentation and related materials, including any adaptations, improvements, modifications or derivative works thereto, whether created by or for the Customer or Medix. No rights are granted to the Customer other than the limited right to use the Products as delivered and in accordance with these Terms and applicable documentation. Any adaptations, improvements, modifications or derivative works made by or on behalf of the Customer are hereby assigned to Medix, and the Customer shall execute such further documents as reasonably requested to perfect such assignment. 

3.7 The Customer shall not, and shall ensure that its Customer Representatives shall not, attempt to reverse engineer, disassemble or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, formulae, sequences, processes, make-up or production of any of the Products or portions thereof. In the event any such actions occur, all data and results and/or any inventions or discoveries arising therefrom shall be solely owned by Medix, and the Customer shall, and the Customer shall ensure that the parties listed above shall, at its expense, assign any such inventions or discoveries to Medix. 

3.8 The Customer shall, and shall ensure that all Customer Representatives, keep strictly confidential and not disclose to any third party any non-public information of Medix or its Subsidiaries (including technical, commercial and product-related information and documentation) disclosed or made available in connection with any Order or the Products or otherwise becoming available to the Customer or Customer Representatives, and shall use such information solely for evaluating, purchasing, receiving and using the Products as permitted under these Terms; these obligations apply indefinitely and do not expire, save that they do not apply to information the Customer can demonstrate is or becomes publicly available without breach, was lawfully known to the Customer without confidentiality obligations, is lawfully disclosed by a third party without breach, is independently developed without use of Medix’s information, or must be disclosed pursuant to law, regulation or court or governmental order (in which case the Customer shall, to the extent legally permitted, give prompt prior notice to Medix and limit disclosure to the minimum required). The Customer acknowledges that monetary damages may be inadequate for breach of this Section and that Medix shall be entitled to equitable relief (including injunctive relief and specific performance) in addition to any other remedies. 

3.9 Customer is responsible for all registration and/or sales related administrative actions and for obtaining all necessary approvals and/or permissions according to local administration. 

4. DELIVERY TERM AND TITLE 

4.1 The delivery term shall be agreed in writing between Parties. All risk for loss and damage during transportation shall be determined by stating one 
pre-defined commercial term published by the International Chamber of Commerce (Incoterms 2020). Unless agreed otherwise, the delivery term for the Products shall be FCA (Incoterm 2020) at the premises of the supplying Medix Entity.  

4.2 Upon delivery, the Customer shall inspect the Products and immediately notify Medix and the carrier in writing of any errors or defects detected. Notwithstanding the Customer’s claims, the delivery shall be deemed accepted in the event Product contains only minor errors or defects and Medix agrees to correct such errors or defects under the warranty without undue delay. The delivery shall also be deemed accepted, if the Customer: (i) puts the Product into production or other similar use; (ii) notifies Medix of errors or defects later than 4 days from the discovery of the error or defect or later than 60 days from the receipt of the Product; or (iii) accepts the delivery in writing. The Customer shall hold and make available for inspection and testing by Medix all allegedly defective Products.  

4.3 No Products should be returned to Medix without prior written consent of Medix. Rejected Products shall be held for Medix’s instructions. Remedies for non‑conformity are exclusively as stated in Section 7. 

4.4 Title to the Products delivered by Medix shall pass to the Customer upon payment of the price of the delivery in full to Medix. Until title passes, the Customer shall: (i) store Products separately and keep them clearly identified as Medix’s property; (ii) maintain Products in satisfactory condition and insure them for their full price against all risks, noting Medix’s interest; and (iii) not pledge or encumber Products. If the Customer mixes or processes Products, Medix shall own the resulting products proportionally. 

5. PRICES AND TERMS OF PAYMENT 

5.1 Unless specifically agreed otherwise, Medix shall invoice the Customer for Medix’ catalogue prices at the time of the Order. Quantity discounts may be available for individual bulk orders or annual supply agreements. The price is exclusive of (i) value added tax (if applicable), which shall be payable at the rate prevailing at the appropriate tax point, (ii) insurance in respect of postage and/or carriage of the Products, and (iii) any handling charges, duties or other similar payments. Medix shall have the right to change its price list at any time without prior notice. Medix reserves the right to add all shipping charges as well as a handling charge to the Customer’s Orders. 

5.2 In addition to Section 5.1, Medix may adjust the price of the Products prior to delivery to reflect: (i) any increase in costs due to factors beyond Medix’s reasonable control (including exchange rates, raw materials, energy, labor, transport, taxes, duties, and compliance costs); (ii) any changes requested by the Customer to specifications, quantities or delivery dates; or (iii) any delay caused by the Customer’s instructions or failure to provide adequate instructions or information. 

5.3 Unless agreed otherwise, payment terms are net 30 days from the date of invoice. No offsets, settlement discounts or other deductions of any kind may be made against amounts due. All payments should be made to Medix to the account stated on the invoice, unless other credit transfer arrangements have been made with Medix in advance. Medix shall have the right to request advance payment at its sole discretion. 

5.4 If payment is not made on the due date in accordance with Section 5.3, Medix, without prejudice to its other rights and remedies available to it hereunder or under applicable law, reserves the right to charge monthly interest of one and one half (1.5%) percent until the outstanding amount is paid (whether before or after judgement) calculated at a monthly rate. 

5.5 Failure to pay the price, any part thereof or any other monies payable by the Customer to Medix by the due date also entitles Medix to withhold delivery of all Products or to refuse to provide any further Products under these Terms, or under any other contract, until payment of all amounts owed in respect thereof is confirmed and received. The Customer shall pay all accounts in full and not exercise any rights of set-off, deduction, abatement or counterclaim against invoices submitted. Medix shall be entitled to a general lien on the Products for payment of all monies due and outstanding from the Customer on any account. Until Medix has been paid in full for any Products, the ownership of said products remains with Medix and Medix reserves its right to repossess its Products at any time. 

6. TAXES AND OTHER CHARGES

All stated prices for the Products exclude all sales, use, consumption, value added, excise, customs, import / export, or other taxes, tariffs, fees, duties, withholdings or like charges, domestic or foreign, with respect to the sale, delivery or use of any Products covered hereby. Customer agrees to pay all such amounts and further agrees to reimburse Medix, as applicable, for any such payments made by Medix unless Customer provides to Medix a certificate or letter of exemption acceptable to the applicable taxing authority. 

7. WARRANTY AND LIMITATIONS 

7.1 Medix warrants that Products as delivered under these Terms shall conform to the valid specifications at the time of manufacture, subject to customary tolerances. The above warranty is in lieu of all other warranties, written or unwritten express or implied. Medix expressly disclaims any other warranties, express or implied, including without limitation, any warranties of merchantability or of fitness for a particular purpose. all conditions, warranties, and terms implied by statute, common law or otherwise (including any implied terms relating to satisfactory quality or fitness for purpose) are excluded to the fullest extent permitted by applicable law. 

7.2 The warranty does not cover defects or faults attributable to: (a) a Force Majeure Event as described in Section 9 hereof; (b) misuse of the Product or negligence or failure to follow instructions for the use; (c) alterations or modifications made by a party other than Medix; or (d) failure to comply with the storage instructions of the Product. 

7.3 The Customer's exclusive remedy and Medix's sole liability for any claim involving Products found not to comply with the above warranty (“Non-Conforming Products”) sold to Customer hereunder, whether in contract, tort, or under any other theory, is expressly limited at Medix’s option to either (i) the replacement of Non-Conforming Products, or if conforming Products are not available, (ii) refunding of the purchase price of the Non-Conforming Products. Any refund or replacement is conditional on the Customer giving Medix notice of any such claim within seven (7) days from the date of receipt of delivery by the Customer, accompanied by a certificate of inspection. Failure by the Customer to give this notice with accompanying certificate within the seven (7) days period shall constitute a waiver by the Customer of all claims under these Terms with respect to such Non-Conforming Products. Upon request of Medix, the Customer shall promptly deliver all Non-Conforming Products and/or a sufficient amount of sample as determined by Medix to verify the non-conformity to Medix’s business premises. The Customer shall be responsible for all delivery costs with respect to such Products, which shall be reimbursed by Medix in the event the Medix verifies that the Products are Non-Conforming Products. The Customer shall have the risk of loss and damage during the delivery for warranty correction purposes.  

7.4 If it is established that the defect, fault or error reported by the Customer is not covered by the warranty, Medix shall have the right to charge for the error diagnosis and the related costs.  

7.5 Medix’s maximum liability to the Customer for damages arising from the sale and purchase of Products or the relationship between the Parties shall never exceed the net invoiced value of the relevant delivery. IN NO EVENT, WHETHER AS A RESULT OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL MEDIX BE LIABLE TO THE CUSTOMER FOR LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OTHER ECONOMIC ADVANTAGE, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PRODUCTION, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, LOSS OR EXCESSIVE UTILIZATION OF RAW MATERIAL OR ENERGY, PLANT SHUT DOWN, COST OF CAPITAL, LABOR CHARGES AND THE LIKE, EVEN IF MEDIX HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

8. TERMINATION

Without prejudice to its other rights Medix shall have the right to cancel any confirmed Order, these Terms and any other contract with a Customer immediately if the Customer: (i) fails to pay any amount when due hereunder, (ii) breaches any provision of these Terms, (iii) (A) becomes insolvent, (B) is generally unable to pay, or fails to pay, its debts as they become due, (C) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (D) makes or seeks to make a general assignment for the benefit of its creditors, or (E) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business. 

9. FORCE MAJEURE

9.1 Medix shall not be liable or responsible to Customer, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term hereof, when and to the extent such failure or delay is caused by or results from acts beyond Medix’s control, including, without limitation, the following force majeure events (each, a "Force Majeure Event"): (a) natural disasters; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of these Terms; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, lock-outs, labor stoppages or slowdowns or other industrial disturbances without excluding breakdowns or defects of instruments, apparatus and materials; (i) epidemics, pandemics (including but not limited to those declared by the World Health Organization or relevant governmental authorities), outbreaks of infectious diseases, public health emergencies of international concern, quarantine restrictions, and other similar health-related events that materially affect markets or supply chains; (j) general shortage of material or transportation, or the delay or non-performance of a sub-contractor due to any of the above reasons. 

9.2 Affected obligations shall be suspended for the duration of the Force Majeure Event and relevant time periods extended accordingly. If a Force Majeure Event prevents Medix from performing for more than ninety (90) consecutive days, Medix may terminate the affected Order without liability by notice, and any prepaid amounts for undelivered Products shall be credited or refunded. 

10. ASSIGNMENT

The Customer shall not assign or transfer or purport to assign or transfer any confirmed Order or any contract to which these Terms apply or the benefit thereof to any other person whatsoever without the prior written consent of Medix. Medix reserves the right to transfer, assign or sub-contract the benefit and / or burden of a confirmed Order or any contract to which these Terms apply.  

11. GOVERNING LAW AND DISPUTE RESOLUTION 

11.1 These Terms and all contracts made between Medix and the Customer, and Products and Services provided by Medix to the Customer shall be governed by and construed in accordance with the laws of the country or state of incorporation of the respective Medix Entity having supplied the Products to the Customer. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.  

11.2 All disputes arising out of, or in connection with, the sale of Products hereunder shall be finally settled by arbitration. The arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association for disputes governed by U.S. law, and in all other cases the Rules of Arbitration of the International Chamber of Commerce. The arbitration proceedings shall be conducted in the English language by one or more arbitrators appointed in accordance with such rules, and the place of arbitration shall be the Medix Entity's domicile. Medix shall, however, additionally be entitled to lodge claims concerning collection of outstanding debts in any court relevant to the Customer's business or residence, and the Customer waives objections to venue and to any claim of forum non conveniens in such actions.

12. SEVERABILITY

Each of the Sections of these Terms are intended to be several. If any court, arbitral tribunal or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.