Terms and Conditions for APB

1. Scope

1.1 All quotations and sales by AVS Bio Netherlands B.V. “(AVS Bio”) are subject to and expressly governed by the terms and conditions contained herein.

1.2 If purchaser (“Purchaser”) submits any acknowledgment of the order or other document that contains terms and conditions that are inconsistent with or in addition to the order or these terms and conditions, those additional or inconsistent terms are specifically rejected by AVS Bio and AVS Bio hereby objects to any such terms and conditions.

1.3 No variation of these terms and conditions will be binding upon AVS Bio unless agreed to in writing and signed by an officer or other authorized representative of AVS Bio.

2. Order Changes and Cancellations

Orders arising hereunder, shall be binding, and may be changed or amended only by written agreement signed by both purchaser and AVS Bio, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery.

3. Delivery and Acceptance

3.1 AVS Bio will use its reasonable commercial efforts to fulfil Purchaser’s orders.

3.2 All products ordered by Purchaser pursuant to an order shall be delivered Ex-Works AVS Bio's shipping point in the Netherlands. Products shall be deemed accepted upon delivery, subject only to revocation hereinafter. Purchaser may revoke acceptance of any delivery of products, which are not in compliance with accompanying AVS Bio Data Sheet (“Deficient”) as provided under warranty herein. In order to revoke acceptance, Purchaser must pay for the shipment as provided in Section 5 and comply with the provisions of Section 7.

3.3 Any time or date for delivery is an estimate of the date on which the products will be delivered to Purchaser. AVS Bio will make a good faith effort to meet the delivery date, but time shall not be of the essence with regard to delivery at such time or date.

3.4 Where delivery of any product requires an export license or other authorization before shipment, AVS Bio shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.

3.5 Where delivery of any product requires an import license or other authorization before shipment, Purchaser shall provide the import license to AVS Bio. AVS Bio shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.

4. Prices and Taxes

4.1 Pricing shall be as set forth in the applicable AVS Bio quotation. If not stated in the quotation, pricing shall be as per AVS Bio’s then current price list as of the date of delivery.

4.2 All taxes, duties, levies, and any other governmental charges shall be Purchaser’s responsibility, except for taxes on AVS Bio’s income.

5. Payment

5.1 Purchaser shall pay all invoices for products ordered by and delivered to Purchaser without any deductions, suspension, discounts, set off or debt settlement within thirty (30) days from the date of invoice in the currency invoiced. If an invoice balance is overdue, without waiving any other rights and remedies at law or relative to any order, AVS Bio may (a) refuse to accept additional orders; (b) refuse to ship ordered products or render further services; and/or (c) seek collection from Purchaser, including all legal fees and other costs of collection.

5.2 If the financial condition of Purchaser results in the insecurity of AVS Bio, in its sole discretion, as to the ultimate collectability of the purchase price, AVS Bio may, without notice to Purchaser, delay or postpone the delivery of the products or suspend the performance of the services; and AVS Bio, at its option, may change the terms of payment to payment in full or in part prior to shipment of the entire undelivered balance of said products.

5.3 In the event of default by Purchaser in the payment of the purchase price or otherwise, Purchaser agrees to pay the balance then due to AVS Bio on demand. Purchaser also agrees to pay the statutory commercial interest rate from the due date until the date on which payment is made in full, and all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Purchaser in any of the terms hereof.

6. Limited Warranty and Remedy

6.1 AVS Bio warrants to Purchaser that the products, when shipped to Purchaser by AVS Bio, shall not be Deficient; that warranty shall remain in force for fourteen (14) days from the date of delivery, provided however, that the products are shipped and stored under the prescribed conditions during such warranty period.

6.2 AVS Bio’s duty under this warranty shall be to replace, or, at AVS Bio’s option, repair such Deficient products always free of charge, provided that (a) AVS Bio is informed by Purchaser in writing (including by email) within fourteen (14) days after the defect(s) have revealed themselves (b) Purchaser shall afford AVS Bio prompt and reasonable opportunity to inspect all products as to which any claim is made that such products do not conform to the warranties provided herein, (c) at AVS Bio’s option, Purchaser shall either allow AVS Bio to take control of such products and direct their disposal or, upon receipt of shipping instructions from AVS Bio, Purchaser shall return to AVS Bio, at AVS Bio’s cost, all products allegedly not conforming to the applicable Data Sheet as warranted; provided, however, in the event that it is subsequently determined that such products do in fact conform to the applicable Data Sheet in all material respects, Purchaser shall reimburse AVS Bio for all such shipping costs incurred by AVS Bio, and (d) defective parts and products shall become AVS Bio’s property as soon as they have been replaced. The warranty does not cover damage sustained by normal wear and tear or any damage arising in consequence of negligence or improper handling or use of the products or parts thereof, or of improper installation or of maintenance by unauthorized persons, or of improper storage in the event of the products wholly or partly being stored by Purchaser previous to installation or use. If AVS Bio is unable to repair or replace the Deficient product within a reasonable period of time, AVS Bio shall refund to the Purchaser all monies paid to AVS Bio for such Deficient product within sixty (60) calendar days. The above sets forth AVS Bio’s exclusive remedy for breach of warranty.

6.3 Except for the foregoing warranty, AVS Bio does not warrant the merchantability or fitness for a particular purpose of the products or the performance or noninfringement thereof, does not make and hereby expressly disclaims any warranty, express or implied, with respect to the products, specifications, support, services or anything else relating to the products and does not make any warranty to Purchaser, Purchaser's customers or their agents concerning the products.

6.4 In addition, AVS Bio does not warrant that the use or sale of the products delivered hereunder in combination with other products or in the operation of any process will not infringe the intellectual property rights of any third party.

7. Limited Liability

7.1 Purchaser acknowledges and agrees that AVS Bio's warranty undertaking pursuant to Section 6.2 or with any agreed modification thereof shall be AVS Bio’s sole liability and Purchaser's sole and exclusive remedy relative to any product.

7.2 In no event shall AVS Bio or its affiliates or their respective representatives be liable to Purchaser or its affiliates, whether based in contract, tort, warranty, obligations to undo or any other legal or equitable grounds, for any loss of the income, profit or savings or cost of capital of purchaser or its affiliates, for any indirect or consequential damages resulting from or relating to the order or the products delivered or services provided hereunder, even if AVS Bio has been advised of the possibility of such damages. In addition, AVS Bio’s liability hereunder, shall not exceed the amount paid by Purchaser for the particular Deficient product provided. To the extent the above exclusions or limitations of liability are not permitted under applicable law, AVS Bio’s liability to Purchaser, whether based on contract, tort or other theory or concept, shall at no time exceed Euro 25,000.

8. Purchaser's Use of Products

8.1 AVS Bio's products are intended solely for in vitro laboratory research purposes and, unless otherwise stated on product labels, on AVS Bio's website or in other literature furnished to purchaser by AVS Bio, are not to be used for any other purposes, including but not limited to, diagnostic purposes, food, drugs, medical devices or cosmetics for humans or animals. Additional limitations of use of any AVS Bio product can be made available on the AVS Bio website or any product literature furnished to Purchaser.

8.2 Purchaser acknowledges that the products have not been tested by AVS Bio for safety and efficacy in food, drugs, medical devices, cosmetics or for commercial or any other use, unless otherwise stated in AVS Bio's literature furnished to Purchaser. Purchaser realizes that, since AVS Bio's products are, unless otherwise stated, intended primarily for in vitro research purposes, they may not be listed on the United States Toxic Substances Control Act (TSCA) inventory or similar inventory in any other country. Purchaser assumes responsibility to assure that the products purchased from AVS Bio are approved for use under the law of the state or country of its residence. Purchaser has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from AVS Bio. Purchaser agrees to comply with instructions, if any, furnished by AVS Bio relating to the use of the products and not misuse the products in any manner. No products purchased from AVS Bio shall, unless otherwise stated, be considered to be food, drugs, medical devices or cosmetics.

8.3 Notwithstanding Purchaser acquiring ownership of any product , Purchaser shall not (a) decompile or reverse engineer any of the products or attempt to do so; (b) perform any studies to determine the structure, chemical composition, or other makeup of the products; or (c) make any copy, derivative or progeny of the product, nor permit or enable any third party to do so, unless and to the extent expressly permitted in any contract between AVS Bio and Purchaser.

9. Intellectual Property Rights

Purchaser acknowledges that all right, title, and interest in and to all patents, copyrights, trademarks, trade secrets and all other intellectual property rights related to the products (“IP Rights”) belong to AVS Bio; and, no transfer of ownership, title, or any other IP Rights is made by the sale of any product to Purchaser, except for the limited right to use the product in compliance with these terms and conditions.

10. Purchaser's Representations and Indemnity

10.1 Purchaser represents and warrants that it shall use all materials and other products ordered in a lawful manner.

10.2 Purchaser shall defend AVS Bio, its employees, agents, affiliates and Contractors, and shall indemnify and hold them harmless from and against all suits, actions, or proceedings, at law or in equity, and from all claims, costs, liability, damages, losses and expenses (including, without limitation, attorneys' fees, consultants' fees, experts' fees) of third parties that are related to or in connection with (a) products, process or related information, if applicable, being wrongfully disclosed by Purchaser to AVS Bio or others hereunder, (b) infringement, misappropriation, and/or conversion as a result of AVS Bio's possession and/or use of such products, process or related information disclosed by Purchaser, or (c) the death or bodily injury of any third party or the damage, loss or destruction of any tangible personal or real property arising from or related to Purchaser's use of products, or its manufacture or sale of any products or utilizing of products.

11. Force Majeure

11.1 Delay in performance or non-performance of any obligation contained herein, other than Purchaser's obligation to pay, shall be excused to the extent such failure or non-performance is caused by force majeure. Force majeure shall mean any cause or event preventing performance of an obligation under the order or contract which is beyond the reasonable control of AVS Bio or Purchaser, as the case may be, including without limitation, physical security or cybersecurity breach (except if such could have been avoided by usual security measures) fire, flood, internet, telephone or power shortage or other similar events, mechanical breakdown, sabotage, shipwreck, embargo, explosion, strike or other labor trouble, accident, riot, acts of governmental authority (including, without limitation, act based on laws or regulations now in existence as well as those enacted in the future), and public health crisis, such as a plague, epidemic or pandemic, acts of God. The party prevented to perform by force majeure shall promptly provide notice to the other party, explaining in detail the full particulars and the expected duration thereof and it shall use its commercially reasonable efforts to remedy the interruption or delay if it is reasonably capable of being remedied. In the event a force majeure situation extends for more than thirty (30) days, the order or contract may be terminated without any liability by either party upon written notice thereof to the other. In the event of a force majeure compelling AVS Bio to allocate production and deliveries of products, AVS Bio may allocate its available supply of products among AVS Bio's customers (including Purchaser) and AVS Bio's internal uses in such manner as AVS Bio deems fair and reasonable. Such allocation shall not be deemed a breach of contract.

12. Assignment and Subcontracting

12.1 AVS Bio may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under orders or sales governed by these terms and conditions.

12.2 Purchaser may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under orders or sales governed by these terms and conditions, without the prior written consent of AVS Bio.

13. Confidentiality

13.1 The receiving party of all information disclosed by or on behalf of a party (in whatever medium including in written, oral, visual or electronic form), including all information which is either marked as being confidential or which would reasonably be deemed to be confidential in the ordinary course of business ("Confidential Information'') shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees: (a) not to use any Confidential Information of the disclosing party for any purpose outside the scope of these terms and conditions; and (b) except as otherwise authorized by the disclosing party in writing, to limit access to Confidential Information of the disclosing party to those of its employees, affiliates, contractors and subcontractors who need such access for purposes consistent with these terms and conditions and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein.

13.2 The receiving party may disclose Confidential Information of the disclosing party if required by law or regulations to do so, provided the receiving party gives the disclosing party prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.

13.3 The foregoing shall not apply to Confidential Information: (a) which was already lawfully known to the receiving party, other than under an obligation of confidentiality, prior to these terms and conditions, as evidenced by its written records; (b) which is or becomes generally available to the public by use, publication or the like, through no fault or omission of the receiving party's employees, affiliates, contractors and subcontractors; (c) which is disclosed to the receiving party without restriction on use or disclosure by a third party who has the legal right to disclose such Confidential Information and that is not under a confidentiality obligation, directly or indirectly, toward the disclosing party; or (d) which is developed by the receiving party outside and independent, without the use of the Confidential Information of the disclosing party, as evidenced by its written records.

14. Miscellaneous

14.1 Purchaser agrees that after any sale governed by these terms and conditions, and for a period of two (2) years thereafter, Purchaser will not hire or directly or indirectly solicit for employment any employee or independent contractor of AVS Bio who performs services hereunder.

14.2 These terms and conditions and any quotation, order or sale governed by these terms and conditions constitute the entire agreement of the parties in respect of the subject matter hereof and supersede any previous arrangement, understanding or agreement between them.

14.3 The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of the remainder of these terms and conditions and the parties shall use all reasonable endeavors to agree within a reasonable time upon any lawful and reasonable variations to these terms and conditions which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the invalid or unenforceable provision.

15. Governing Law; Arbitration

These terms and conditions and any quotation, order, or sale shall be construed, and the respective rights of the Parties determined, according to the substantive laws of the State of Delaware notwithstanding its provisions governing conflict of laws. The UNCITRAL Convention for the International Sale of Goods, as well as any other unified law relating to the conclusion and implementation of contracts for the international sale of goods, shall not apply. The Parties shall attempt, in good faith, to resolve through negotiations any controversy, claim, or dispute. In the event that negotiations are not successful, the controversy, claim or dispute shall be submitted to arbitration. Such arbitration shall take place in Boston, Massachusetts (USA), and shall proceed in accordance with the laws of the State of Delaware, and the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration proceeding shall be in front of a single arbitrator, selected by the AAA in an impartial manner, who shall have complete authority to render any and all relief, legal and equitable, and appropriate under Delaware law which shall be binding upon the Parties regardless whether one of the Parties fails or refuses to participate. The language of such proceeding shall be in English, and a record and transcript of the proceeding shall be maintained. Any award shall be made in writing and in reasonable detail, setting forth the findings of fact and conclusion of law supporting the award. The decision shall be enforceable by any competent court of law, provided that the decision is supported by substantial fact and is without material error of law. All costs of such arbitration, except expert fees and attorneys’ fees, shall be shared equally by the Parties.