“Agreement” means these Terms and Conditions of Sale/Services.

“Confidential Information” means all non-public proprietary and/or confidential information including, but not limited to, manufacturing sources of products (including the manufacturer name, manufacturer site, origin information, and other source information (including as disclosed through survey requests); facility, equipment, or service suppliers; design, procurement, security, qualification, maintenance, and supply chain information; findings from audits of Clinivex suppliers; Product or Services specifications, drawings, or prototypes; standard operating policies, procedures, and training; pricing; computer network and software systems or other technical information; business and or marketing plans; financial data; customer contact information (and other customer material or data); non-public intellectual property; and organization or personnel information.

“Customer” means any person or entity purchasing Products or Services from Clinivex directly or through its employees or other individuals.

“Products” means the goods that Clinivex provides to customers and are comprised of manufactured products and sourced products: i) “Manufactured Products” means: (1) “Custom Products” means those products that are assembled (i.e., with respect to clinical laboratory or science education materials kits) or manufactured by Clinivex to the written specifications (e.g., relating to the components, raw materials, stability, manufacture, testing, storage, handling, labelling, packaging, and/or shipping of the product) provided by Customer and agreed upon by Clinivex; and (2) “Self-Manufactured Products” means those products manufactured by sure of Clinivex and subsidiaries and affiliated entities, excluding Custom Products. ii) “Sourced Products” means: (1) “Core Products” means those products from third-party suppliers with whom Clinivex has an established supply chain agreement generally covering delivery terms, warranty, pricing, and stocking. These products are generally available on Clinivex websites or in Clinivex catalogues. They may customer-specific products and spot-buys from customers of core products within a given product line that is therefore subject to the established supply chain agreement with the supplier of core products as referenced above; and (2) “Market Source Products” (also referred to as “Third-Party Products”) means those products from third-party suppliers that are not core products or products not covered under the established supply chain agreements referenced in the definition of core products. Market Source Products may be designated as Market Source on the Clinivex website, viewable online only by a specific customer, or be in the form of a spot-buy or purchase through Clinivex’ s “Click to Source” or “Open Requisition” program.

“Services” means work performed by employees or subcontractors of Clinivex for Customer in accordance with a Scope of Work or similar order instrument that details the work and fees associated with a services engagement (each, an “SOW”). Clinivex Services offerings may include but are not limited to equipment and instrument services, scientific services, laboratory and production support, procurement, vendor-managed inventory, kit assembly and ancillary supply site distribution services, and supply chain management.

“Taxes” means any and all applicable taxes, duties, fees, levies, or other assessments imposed or collected by any governmental entity worldwide or any political subdivision thereof, however, designated or levied, on sales of products or services or sales, use, transfer, goods, and services or value added tax or any other duties or fees related to any customer payment made to Clinivex for Clinivex provision of Products and/or Services to Customer under or pursuant to this Agreement; exclusive, however, of any taxes imposed upon the net income or capital of Clinivex, any taxes in lieu of such net income taxes, and any other taxes that are to be borne by Clinivex under applicable law.

“Clinivex” utilizing these Terms and Conditions of Sale/Service on their websites.

Acceptance by customer. Clinivex reserves the right to accept or reject any order, to terminate this agreement, or to change these terms and conditions of sale, without notice to the customer, at any time for any reason, and receipt by the customer of a Clinivex quotation, price list, or catalog does not constitute an offer to sell. all sales by Clinivex are subject to the terms and conditions of this agreement and expressly conditioned upon the customer's assent thereto. customer will be deemed to have accepted these terms and conditions by issuing a purchase order or by any other statement (including, without limitation, via e-mail), act, course of conduct, dealing, or performance constituting acceptance under applicable law, including, without limitation, failure to object in writing to these terms and conditions within a reasonable time or by acceptance of and/or payment for the products or services. all purchase orders or similar order instruments issued by customer will be governed only by the terms and conditions of this agreement, and any additional and/or inconsistent terms and conditions set forth in any acknowledgment, purchase order, or acceptance documents requested from and/or provided by updated December 2018 customer are expressly rejected. neither Clinivex delivery of the products nor provision of the services nor any other action, conduct, or performance shall constitute acceptance of terms or conditions different from the terms and conditions of this agreement.

Domestic delivery of all Products will be FCA Origin Dock, and title and risk of loss in all products will transfer to the customer upon Clinivex delivery of such products to the carrier or agent at Clinivex or Clinivex supplier’s facility, as applicable, regardless of the freight term specified for transportation purposes. Unless otherwise agreed to by Clinivex in writing, Clinivex reserves the right to choose the carrier, forwarding company, and means of transport. Where and to the extent permitted by applicable law, shipping and handling fees, unique packaging materials, carrier surcharges (including, without limitation, fuel surcharges), shipping palettes, environment-controlled shipping, and/or hazardous material fees imposed by government regulation will be added separately to the invoice. The customer acknowledges that Clinivex may refer to the shipping and other fees on Clinivex invoices as “freight,” “handling fees,” “expense recovery,” or similar terms. The shipping and additional fees that Clinivex charges may not be limited to Clinivex’s s actual transportation costs and may include other shipping and handling costs. Shipping and/or delivery dates set forth in a Clinivex quotation or order acknowledgment are based on estimates at the time of the quotation or order acknowledgment. Clinivex shall use commercially reasonable efforts to ship the products in accordance with the shipping and/or delivery dates, provided that the foregoing will not constitute a guarantee of compliance with the quoted shipping and/or delivery dates. Clinivex will not be liable for any direct or indirect costs or damages incurred by the customer or any third party, including, without limitation, incidental or consequential damages resulting from late deliveries.

Inspection. The customer shall immediately inspect all deliveries for shipping damage upon receipt. If any external damage is noticed, the Customer shall accept the shipment only after the driver has noted the damage on both carrier’s and the customer’s copies of the delivery receipt and the customer has requested an inspection by the carrier. The customer shall keep all containers and packing material for inspection. Customer shall promptly inspect all shipments for concealed shipping damage, defects, or shortages, notify Clinivex of any such damage, defect, or shortage, and cooperate with Clinivex in arranging an inspection by the carrier and the filing of a freight claim as applicable; provided that on all sales where the customer agrees on transportation, in the event of loss or damage in transit, customer should file its own claim with the carrier. With respect to shipping damage, the customer must contact Clinivex to request inspection within twenty-four (24) hours of delivery or unconditionally waive any right to make any claim relating to the damaged Products, including, without limitation, under warranty set forth herein. With respect to other claims, Customer’s failure to notify Clinivex within three (3) days of delivery (or Customer’s non-receipt of the Products in the case of non-delivery) of defects or shortages reasonably discoverable upon proper inspection will be deemed an unconditional waiver of any right to make any claim relating to the defective or missing Products, including, without limitation, under warranty set forth herein.

Unless otherwise agreed to by Clinivex in writing, delivery of orders by Clinivex exports. The customer will have fifteen (15) days to pick up the order after being notified by Clinivex of freight availability at Clinivex’s designated Named Place, after which Clinivex reserves the right to assess and bill the customer for storage fees, including but not limited to demurrage. For routed exports, where the customer’s nominated freight forwarder is used, all claims for damage will be the responsibility of the customer.

a) Products. Unless explicitly specified in a written price quotation, all prices and Product specifications are subject to change without prior notice to the Customer. Clinivex price quotations are valid for the period specified on the quotation; however, quoted pricing is subject to adjustment based on shipment arrangements or other terms and conditions that were not part of Clinivex’s original price quotation. If Clinivex has not provided a price quotation, pricing will be determined based on the Product price published on the Clinivex website at the time of the order. For orders for Manufactured Products placed prior to any annual price change with shipment occurring after such yearly price change, Clinivex reserves the right to change its price to the customer to the current product price as of the date of shipment.

b) Fixed-Price Services. The price to the Customer for fixed-price Services will be as set forth in the respective SOW. Unless otherwise expressly stated in each applicable SOW:

(i) all Service fees are quoted on a monthly basis, and the customer shall pay such service fees regardless of temporary planned or unplanned customer site closures; (ii) all prices stated in the SOW will be subject to an annual review and increase, effective January 1 of each calendar year for the duration of the Services engagement; and (iii) overtime that is approved by customer will be billed to the customer at the hourly overtime rate set forth in the applicable SOW. All monthly Services fees are due in full regardless of whether Clinivex on-site employees or subcontractors were present at Customer’s site(s) each day (or each hour of each day) for the applicable month that is being invoiced, provided that the Services in any applicable SOW have otherwise been materially performed. Additional Services or changes in scope in any applicable SOW(s) may require other resources to meet the appropriate service level. In the event that additional resources are needed, the parties will review the applicable SOW and negotiate the scope of the Services performed and/or any Services cost increase. The fees and charges for any follow-on or additional work not described in the applicable SOW will be performed at Clinivex’s s then-current rates.

c) Other Services. Prices for Services not covered under a fixed-price SOW will be those prices in effect at the time the Services are provided or quoted and may be adjusted to include any necessary surcharge(s). Unless otherwise agreed by Clinivex in writing, Clinivex prices do not have the cost of any related inspections, inspection fees, or permits. Prices for billable parts will be Clinivex standard rates in effect at the time of installation. Subject to the limited warranties specified herein, the sale of billable parts will be considered final. Suppose equipment requires major repair outside the scope of any contract with the Customer. In that case, Clinivex will provide the customer with an itemized estimate of the cost to perform the said repair.

d) Sales Tax. Taxes, where applicable, will be added as a separate line item to the invoice price. The customer shall pay Clinivex the amount of any Taxes. Suppose any claim is made against Clinivex for any such Taxes. In that case, Clinivex shall promptly notify the customer of the amount of such Taxes, and the Customer shall promptly pay such amount to Clinivex or its designated payee. Suppose the customer possesses or otherwise enjoys tax-exempt status. In that case, Customer shall provide a duly authorized certificate of tax exemption to Clinivex prior to or at the time of order placement or as otherwise requested by Clinivex from time to time and shall notify Clinivex upon a change in Customer’s tax-exempt status. Customer will be responsible for any Medical Device Excise Tax for IRS/CRA purposes for any Products that are medical devices purchased by Customer hereunder.

Customer shall pay individual invoices net fifteen (15) days from the date of invoice unless other credit terms are agreed to in writing by Clinivex; summary invoices, if any, will be due as agreed. Payments are to be made in the currency invoiced by Clinivex customer shall provide Clinivex, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level, as applicable) to allow Clinivex to properly apply payments or credit memos to outstanding receivable(s) on Clinivex accounts receivable sub-ledger for Customer. Any payments received no later than 2.00 PM Eastern Time at Clinivex lockbox will be credited to the Customer's account as of the date received, while payments received after 2.00 PM Eastern Time will be credited to the Customer's account the following business day. Payment in the form of a check will be credited once the deposit appears in the Clinivex bank account; no post-dated checks will be accepted. Delinquent accounts will be subject to a service charge on past due amounts of the lesser of between one and one-half percent (1.5%) and three percent (3%) per month, depending on region, or the maximum amount permitted by law, plus Taxes, reasonable attorneys’ fees, and other collections costs, if any, incurred by Clinivex recommends payments be made by wire transfer or ACH method to ensure timely receipt by Clinivex reserves the right to:

Require C.O.D. (subject to a handling fee) or impose more stringent payment requirements (including, without limitation, payment in advance) on Customer if Customer’s account is overdue or if Customer has an unsatisfactory credit or payment record, as determined by Clinivex in its sole discretion, and to refuse to sell to Customer or otherwise perform hereunder until all overdue amounts are paid in full.

charge a convenience fee on any post-sale credit card payments by the Customer.

charge a fee for any checks rejected due to insufficient funds.

charge a service fee for any re-invoicing requested by Customer; and

Furnish payment history data and related information to third-party companies for fraud protection and credit risk reduction.

If Customer fails to pay the sum due hereunder within sixty (60) days of shipment, Clinivex hereby reserves, and Customer hereby grants a purchase money security interest in the Products sold hereunder and the proceeds thereof. In the event of default by Customer of any of its obligations to Clinivex. Clinivex shall have the right to repossess the Products sold hereunder without liability to Customer. Customer hereby authorizes Clinivex to file one or more financing statements signed only by Clinivex without Customer’s signature and to use a copy of this Agreement as an exhibit to any financing statement. Upon request of Clinivex, Customer agrees to promptly execute financing statements and other instruments as Clinivex desires to perfect or maintain its security interest.

Except for products that do not meet the limited product warranty set forth herein, Customer may only cancel or return products in accordance with the following:

a) Customer may not cancel or modify an order without the prior written consent of Clinivex, which may be withheld for any reason or no reason. Any changes may be subject to price adjustments and/or cancellation fees. Custom Products are not cancellable. In the event Clinivex consents to the cancellation of custom products, Customer shall reimburse Clinivex for all goods or services that were procured by Clinivex for the Custom Products, any works-in-progress for Custom Products, and any charges incurred by Clinivex for the receipt or return of goods used to build Custom Product(s). Suppose any Services hereunder are cancelled or terminated. In that case, the Customer will pay Clinivex the reasonable costs and expenses incurred by Clinivex prior to receipt of notice of such cancellation, plus Clinivex’ s usual rate of profit for similar work. The minimum cancellation charge for Services is twenty-five percent (25%) of the total Services price.                                                                                                                             

b) All Product returns must be authorized by Clinivex, and Clinivex reserves the right to reject any returns requested more than thirty (30) days after delivery. Clinivex must receive all authorized returns within thirty (30) days of the return authorization. Custom Products are not returnable. Clinivex reserves the right to reject any return shipment of product that has not been authorized by Clinivex or to return such shipment to Customer at Customer’s expense. Suppose any Product is erroneously shipped to or returned to a Clinivex facility. In that case, the Customer will immediately remove the Product from the Clinivex facility in accordance with applicable laws and regulations. All returns are subject to a minimum twenty-five percent (25%) restocking charge for sourced products and a minimum twenty-five percent (25%) restocking charge for manufactured products. If Clinivex authorizes a return of manufactured products, the customer will be responsible for all disposal fees and restocking charges. The customer is responsible for all transportation fees related to the returned product unless authorized in advance by Clinivex. To ensure proper credit, each Product return must include the following information:

Customer Name and Address

Purchase Order Number

Clinivex Shipping Order Number

Date of Invoice and Invoice Number

Item Number and Quantity of Returned Product(s)

Clinivex Return Authorization Number

Reason for Return

c) Products not authorized for return include:

Products provided under terms indicating that they are non-returnable.

Products not in completely resalable condition (including, without limitation, open products, sampled Products, or Products with damaged, missing, or defaced label packaging).

Products in less than full-case quantities that were sold in full-case quantities.

Chemicals, reagents, diagnostics, cultivation media, flammable material, sterile Products, or controlled Products.

Laboratory apparatus or instruments that have been used without the original packaging, labelling, and manuals.

Refrigerated Products, temperature-controlled Products, live specimens, or other perishables. Products which are not inventoried by Clinivex (“non-stocked Products”) and are not able to be returned to the manufacturer. Products purchased on a special-order basis (including, without limitation, non-standard furniture Products).

Products not purchased by Customer from Clinivex.

Products with an expired shelf life or an expiration date too short for resale.

Discontinued Products.

Custom Products.

d) Where the return of hazardous material is authorized by Clinivex.

The customer shall pack and label each return shipment of hazardous materials in accordance with applicable laws and regulations applying to the transportation of hazardous materials and provide shipping documents that comply with applicable laws and regulations. When necessary, Customer shall include with each return shipment of equipment a certification from an authorized representative of Customer that the equipment was properly decontaminated in accordance with applicable laws and regulations and recommended guidelines. The customer shall ship the Product to the service center indicated by Clinivex with the transportation charges prepaid. To ensure prompt handling, the Customer shall place the return authorization number on the outside of the package and utilize any return authorization provided by Clinivex as a packing slip with the returned Products.

All returned Products are subject to Clinivex inspection and acceptance. Title and risk of loss in the returned Products will transfer to Clinivex only upon Clinivex’ s  acceptance of the Products.

e) In the event a Clinivex entity establishes returns and/or cancellation policy that differ from the terms set forth in this Section 9, the stricter Clinivex requirement shall prevail in the event of a conflict.

A) Limited Product Warranty for Sourced Products.

Clinivex warrants to the original customer that all core products sold hereunder will conform to the manufacturer’s specifications and release tolerances for a term equal to the warranty period stated in the product manufacturer’s literature. Notwithstanding the foregoing, any core products that are software and any software incorporated in or necessary to use the core products (“Software Products”) are warranted solely by the applicable manufacturer or licensor, and Clinivex shall pass through, to the extent permitted, the manufacturer’s and/or licensor’s warranties. The customer’s use of any Software Product is subject to the terms and conditions of the manufacturer’s and/or licensor’s license terms, including any end user license agreement, in whatever form (e.g., terms packaged with the Software Products or “click-through” terms), in addition to this Agreement. For all market Source Products, Clinivex shall use reasonable efforts to assist Customer in obtaining sellers’ and manufacturers’ warranties applicable to the products sold to customer hereunder, consistent with the warranties obtained from such sellers and manufacturers by Clinivex.

B) Limited Product Warranty for Manufactured Products.

Clinivex warrants to the original Customer only that Self-Manufactured Products will materially conform to Clinivex standard specifications in effect on the date of shipment for the shorter of ninety (90) days from the date of delivery or the shelf-life of the Self-Manufactured Product. For ninety (90) days from the date of delivery, Clinivex warrants to the original Customer only that Custom Products will be assembled or manufactured according to the specifications provided by Customer and agreed upon by Clinivex. The foregoing warranties are limited to manufactured products, as applicable, bearing Clinivex label in Clinivex original packaging. Clinivex does not warrant the safety, efficacy, or performance of any such custom products or the quality of such custom products to the extent attributable to the specifications. With respect to custom products that are kits, the limited warranty for component Products is as set forth in Section 11 (a). Custom Products are updated in December 2022 subject to a plus or minus (+/-) ten percent (10%) yield policy regarding the volume produced.

C) Services Warranty.

Clinivex warrants that the services provided hereunder will be of the kind and quality designated and performed by qualified personnel. Clinivex shall use reasonable efforts, based on the information supplied by Customer, to have all services performed in a workmanlike and professional manner by employees or subcontractors of Clinivex having a level of skill commensurate with the requirements of this Agreement. Clinivex’s s performance of the services called for by this Agreement do not and will not violate any applicable law, rule, or regulation; any contracts with third parties; or any third-party rights in any patent, trademark, copyright, trade secret, or similar right. The following warranty periods will apply to the Services: (i) thirty (30) days after the work is completed for Services performed under an existing Services engagement; (ii) forty-eight (48) hours for any Services not performed under an existing Services engagement (a “call service”); or (iii) one (1) year from the installation date on installation Services for laboratory casework. All parts provided by Clinivex in performing the services will meet the manufacturer's specifications for a term equal to the warranty period stated in the part manufacturer's literature.

D) Exclusions.

Customer must notify Clinivex of defective or non-conforming products within the warranty periods specified in the limited product warranty set forth herein or within thirty (30) days after customer learns of the facts giving rise to the claim, whichever first occurs, and customer’s failure to give notice of any claim within the applicable time shall be deemed an absolute and unconditional waiver of such claim. The liability of Clinivex under the limited product warranty set forth herein will not extend to any Products that are abused, altered, improperly stored, or misused by Customer or any other persons or entities or that become defective or non-conforming through the actions or inaction of Customer or any other persons or entities, including through the combination with other chemicals or products. The customer will have an obligation to substantiate the chain of custody of the Products following delivery of the Products to the Customer. Clinivex is not responsible for the impact of factors including, without limitation, machine cycles, sanitation, humidity, and operator practices (including, without limitation, misuse, abuse, and/or negligent operation, or unauthorized modifications, adjustments, and/or repairs) on serviced equipment and will not be required to perform services or provide the warranty set forth herein on equipment subjected to such factors. Any Services performed by Clinivex on equipment subjected to such factors will be on a time and materials basis only. All formulae, drawings, illustrations, descriptive matter, and particulars contained in Clinivex catalogues, website, and marketing materials, and any technical advice or other statements given by Clinivex or its representatives with respect to the use of the Products or any results that may be obtained therefrom, are indicative only and do not form a part of this Agreement and are not representations and warranties of any kind.

E) Disclaimer.

Clinivex hereby disclaims all other warranties, conditions, or guarantees with respect to the subject matter of this agreement, whether statutory, written, oral, express, or implied, including, without limitation, any (i) warranty of merchantability, noninfringement, suitability, sustainability, or fitness for a particular purpose; (ii) warranty arising from course of dealing, course of performance, or usage of trade; and (iii) any implied or express warranty of conformity to models or samples of materials.

F) Product Remedy.

At Clinivex’ s s request, Customer shall promptly forward to Clinivex any allegedly defective or non-conforming product or a representative sample thereof, as specified by Clinivex. If any Product warranted hereunder proves defective or nonconforming, as determined by Clinivex in its sole reasonable discretion, Clinivex’s sole and exclusive obligation and Customer's sole and exclusive remedy hereunder will be for Clinivex, at Clinivex option, to (i) replace at no cost to Customer, any such defective or nonconforming Product with a non-defective or conforming Product; (ii) in the event a return is authorized, credit Customer's account for all amounts paid with respect to the defective or non-conforming Product upon Clinivex receipt of, and opportunity to evaluate, the defective or non-conforming Product; or (iii) repair or have repaired (including, through re-working or re-processing, as applicable) a defective or non-conforming Product. In the event of replacement, the replacement Product will be warranted for the remainder of the original warranty period. For purposes of this Agreement, a defective or non-conforming Product is defined only as a Product that does not meet the limited product warranty set forth herein and excludes Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications.

G) Services Remedy.

With respect to the labour, if any Services warranted hereunder prove defective or non-conforming, Clinivex’ s sole liability, and Customer's sole remedy hereunder will be for Clinivex. At Clinivex, the option to (i) re-perform the Services at no cost to Customer; or (ii) credit Customer's account for all amounts paid with respect to the defective or non-conforming Services. With respect to any parts provided by Clinivex in performing the Services, if any such parts prove defective or non-conforming during the first thirty (30) days after installation, Clinivex’ s s sole liability and the customer’s sole remedy hereunder will be for Clinivex, at Clinivex option, to (i) refund the purchase price; or (ii) modify, repair, or supply a replacement part, including labour and travel, free of charge to Customer. For the remainder of the warranty period, Clinivex's sole liability and Customer’s sole remedy hereunder will be for Clinivex, at Clinivex’s s option, to (i) refund the purchase price; or (ii) modify, repair, or supply a replacement part, provided Customer agrees to pay reasonable labour, travel time, and expenses to and from a service location authorized by Clinivex.

Clinivex, at its option, may require Customer to return the part to Clinivex, F.O.B. origin, or may modify, repair, or supply a replacement part at the point of installation. Clinivex will accept no responsibility if the such part has been improperly operated or maintained or if Customer has permitted unauthorized or third-party modifications, adjustments, and/or repairs to the part.

H) Waiver.

The customer acknowledges that Clinivex is not the manufacturer of any sourced products sold hereunder. Customer hereby waives any and all actions, claims, suits, and demands of any type whatsoever (including, without limitation, claims based on strict liability, products liability, tort, or contract) against Clinivex, its subcontractors, or its agents, or any of its or their respective employees, for personal injury, wrongful death, or property damage arising out of or in any way connected with the Services or Customer’s receipt, handling, storage, possession, transportation, disposal, purchase, resale, or use of the Products, except to the extent caused by the gross negligence of Clinivex, its subcontractors, or its agents, or any of its or their respective employees. Notwithstanding any other provision of this Agreement, Clinivex disclaims. Customer releases Clinivex from any and all liability for claims based upon the death or bodily injury to any person or for the loss of, damage to, or destruction of any property so long as Clinivex, its subcontractors, or its agents were acting in compliance with Customer policies, procedures, and specifications of which Clinivex had been given notice. i) Limitation of Liability.

In no event will Clinivex have any obligation or liability for any exemplary, punitive, incidental, indirect, special, or consequential damages (including, but not limited to, loss of profits, revenue, business, use, data, productivity, or goodwill or cost of capital, recall, or cover) whether based on contract (including, without limitation, warranty), tort (including, without limitation, negligence), strict liability, or any other theory or form of action, even if Clinivex has been advised of the possibility thereof. the total liability of Clinivex (including its subcontractors and agents), if any, for damages relating to this agreement or any product or service will be an amount equal to the price or fees paid for the particular product(s) or services in respect to which such damages arise, in no event to exceed $1,000 Canadain dollar, however, these provision

Customer shall indemnify, defend, and hold harmless each of Clinivex its subsidiaries, affiliated entities, and divisions, and its or their respective successors, assigns, officers, directors, shareholders, subcontractors, agents, employees, and representatives (each, a “Customer-Indemnified Party”) from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, settlement payments, penalties, costs, and expenses (including, without limitation, attorneys’ fees) of every kind whatsoever (collectively, “Damages”) arising out of, from, or in connection with any: (i) patent, copyright, or trademark infringement, or violation of any other proprietary right, arising out of the use of any Product or any specifications furnished by Customer; (ii) breach by Customer of any term or provision of this Agreement; (iii) Damages arising out of or relating to Customer’s receipt, handling, storage, possession, transportation, disposal, purchase, resale, or use of any Product (whether used singly or in combination with other products); and (iv) wrongful or negligent act or omission by any of Customer or its officers, directors, shareholders, agents, servants, employees, and representatives; provided, that this section will not obligate Customer to indemnify any Customer-Indemnified Party for any portion of Damages directly attributable to, and directly caused by, the negligence of a Customer-Indemnified Party. Customer may not settle any such claim against a Customer Indemnified Party without the prior written consent of such Customer-Indemnified Party. Suppose the Customer elects not to assume such a defence. In that case, the Customer-Indemnified Party may elect to do so. The Customer shall pay all costs and expenses of counsel selected by such Customer-Indemnified Party in connection with such defence. Any legal counsel appointed by Customer to defend such a claim must be experienced in the type of litigation involved and reasonably satisfactory to the Customer-Indemnified Party. Customer and each Customer Indemnified Party shall cooperate fully in connection with all matters related to the defence of any such claim.

The customer represents and warrants that it is familiar with the characteristics, qualities, and uses of the Products it is purchasing from Clinivex and acknowledges that there may be hazards associated with the possession and use of the Products. The customer is responsible for instructing and warning its employees and all other persons who may meet the Products regarding such hazards. Unless otherwise expressly stated on the Products or in the documentation accompanying the Products, the Products are intended for research only. They are not to be used for any other purpose, including, without limitation, unauthorized commercial uses, in vitro diagnostic use, ex vivo or in vivo therapeutic uses, or any consumption by or application to humans or animals. Clinivex does not assume any warranty or liability for such services unless stated on the Product or in the Product documentation. The customer is solely responsible for conducting all necessary testing and verification, including fitness for the intended purpose, prior to using the Product(s) purchased from Clinivex.

With respect to the Services, Customer shall, at its expense:

Make available to Clinivex space and facilities, including, but not limited to, functional telephone and internet connectivity, reasonably satisfactory to Clinivex and appropriate for the safe and efficient performance of the Services.

For Services engagements, give Clinivex sixty (60) days' notice prior to any production downtime that will last longer than seven (7) days.

Provide adequate access to all necessary customer systems, facilities, and facility-related training for Clinivex on-site employees and subcontractors identified as providers of the Services.

Ensure proper and adequate backup and storage procedures for Customer’s data and records.

Confidential Information. Customer shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all Confidential Information furnished to it by Clinivex in connection with this agreement as a result of discussions, negotiations, or other communications with Clinivex in relation to the Products or Services, or derived from Clinivex in performance of this agreement, and shall return to Clinivex, upon request, all copies then in Customer’s possession of Clinivex Confidential Information. Customer shall inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent responsibilities and is liable for the acts and omissions of its employees, agents, and representatives with respect to Clinivex Confidential Information. Customer acknowledges that Clinivex would not have an adequate remedy at law for the breach by Customer of any one or more of its obligations contained in this section and agrees that in the event of any such actual or potential violation, Clinivex may, in addition to the other remedies that may be available, file a suit in equity to enjoin Customer therefrom.

Ownership Rights. Except as expressly set forth herein, no right, title or interest in or to Clinivex intellectual property or proprietary rights (“Intellectual Property Rights”) is granted by Clinivex to Customer whether by implication, estoppel, or otherwise, and the sale of Products and Services to Customer hereunder shall not affect Clinivex Intellectual Property Rights with respect to the Products and Services, including, without limitation, any and all patent, trade secret, copyright, trademark, trade dress, and service mark rights relating to the Manufactured Products. Without limiting the foregoing, Clinivex is and will remain the sole and exclusive owner of all rights, title, and interest in and to its standard operating procedures, specifications, drawings, and designs, and, if applicable, its proprietary software licensed to Customer hereunder, including any improvements or other inventions relating thereto. The customer agrees to respect all such rights and to take or permit to be taken no actions which would infringe upon such requests. Customers shall not derive or attempt to derive by reverse engineering, to disassemble, or any portion of the proprietary software. As between Customer and Clinivex, all Intellectual Property Rights in and to the Services or any materials, processes, ideas, concepts, techniques, inventions, discoveries, or improvements produced by Clinivex or provided by Clinivex under this Agreement will be the property of Clinivex effective upon completion of the Services and payment by Customer of the fees and expenses invoiced by Clinivex with respect thereto, and Customer will have a nonexclusive license to use the materials and processes developed and provided by Clinivex under this Agreement for Customer throughout Customer's organization. The customer’s interest in and obligations with respect to any programming, materials, or data to be obtained from third-party vendors, whether received with the assistance of Clinivex, will be determined in accordance with the agreements and policies of such vendors.

a) Force Majeure. Clinivex will not be liable in the event it is prevented in whole or in material part from performing its obligations under this Agreement by circumstances beyond its reasonable control (including, without limitation, any war, riot, insurrection, terrorist act, civil commotion, labour strike, lockout, slowdown, or other civil disorder; fire, flood, storm, earthquake, natural disaster, or other act of God; shortages or inability to obtain necessary labour, power, fuel, energy, materials, supplies, equipment, machinery, or manufacturing facilities at reasonable prices from regular sources; machinery breakage; failure of a communications or Internet provider; transportation delays; or any then prevailing applicable law, rule, or regulation, including export or import controls, or other act or order of any court, government or governmental agency).

b) Nature of Relationship. Neither party nor its employees permitted subcontractors or agents will, under any circumstances, be an agent, partner, joint venturer, or representative of the other party or anything other than an independent contractor for all purposes of this Agreement. Except as may be explicitly authorized in writing, neither party has express or implied authority to bind the other in any manner by virtue of this Agreement.

c) Assignment. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party will have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that Clinivex may assign this Agreement to a parent, subsidiary, or successor corporation without such permission). Notwithstanding the foregoing, CLINIVEX will have the right to appoint subcontractor(s) or agent(s) to perform certain services hereunder without the prior approval of Customer.

d) Mutual Representations. Each party represents and warrants that it: (i) is authorized to enter into this Agreement and that in so doing, it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party; and (ii) has or shall obtain all appropriate consents or permissions to perform its obligations under this Agreement and to disclose any information to the other Party. Customer further represents and warrants that it: (i) shall comply with all applicable laws, rules, and regulations (including, without limitation, permitting and licensing requirements) related to its performance hereunder and in the receipt, handling, storage, possession, transport, disposal, purchase, resale, or use of any Product; and (ii) owns the all right, title, and interest in and to, or has complete and sufficient right and authority to use in the manner contemplated by this Agreement, any programming, materials, Updated December 2022 specifications or data furnished by Customer to Clinivex in connection with Clinivex performance of the Services. The Products and Services provided by Clinivex are intended for purchase and use by persons or entities acting in a professional, business, or trade capacity (each a “Commercial Customer”). They are not intended for purchase or use by consumers for personal, family, or household purposes. By ordering Products or Services, the Customer represents and warrants that he is a Commercial Customer engaging in a commercial transaction.

e) Each party hereto expressly and irrevocably waives any and all rights to trial by jury in any action, proceeding or claim relating to or arising in any way from this agreement, any documents executed in connection with this agreement, or any transaction contemplated in any such documents. customer and clinivex each acknowledge that the foregoing waiver is knowing and voluntary. customer expressly waives any objection that it may have now or later to the venue or jurisdiction of any action, including, without limitation, based upon lack of personal jurisdiction, improper venue, forum non conveniens, or similar grounds. any action arising under this agreement, other than for non-payment, must be brought within one (1) year from the date that the cause of action arose.

f) Merger, Modification, Waiver; Construction and Interpretation; Survival. This Agreement comprises the entire agreement between the parties with respect to the subject matter hereof, there is no prior or contemporaneous written or oral promises or representations not incorporated herein. No amendment, modification, or waiver of the terms of this Agreement will be binding on either party unless reduced to writing and signed by an authorized officer of the party to be bound, and in the case of a waiver, will be effective only in the specific instance and for the specific purpose for which given, and will not be construed as a waiver of any subsequent breach. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement will not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision. The captions in this Agreement have been inserted for convenience of reference only, do not constitute a part of, and will not be considered in construing this Agreement. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid for any reason, the remainder of this Agreement will not be deemed invalid but will remain in full force and effect. No course of dealing, usage of trade, or course of performance will supplement, explain, or amend any term, condition, or instruction of this Agreement or any shipment of Products or provision of Services hereunder. Stenographical, clerical, or computer errors on the face of any Clinivex quotation, invoice, or another form will be subject to correction by Clinivex. Sections 2, 7-9, 10-14 will survive termination of this Agreement or termination or cancellation of any purchase order.

g) No Third-Party Beneficiary Rights. This Agreement is not intended to and will not be construed to give any third party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with the subject matter of this Agreement, except as otherwise expressly provided for in this Agreement.

h) English Language. The parties have requested that this Agreement and all related documents be drawn up in English only.

Clinivex offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By visiting our site and/ or purchasing something from us, you engage in our “Service”. You agree to be bound by the following terms and conditions (“Terms of Service,” “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink.

These Terms of Service apply to all users of the site, including, without limitation, users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms of Service carefully before accessing or using our website. You agree to be bound by these Terms of Service by accessing or using any part of the site. If you do not agree to all the terms and conditions of this agreement, you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence or that you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use this site. 

You may not use our products for any illegal or unauthorized purpose, nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms, viruses, or code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.

We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information) may be transferred unencrypted and involve (a) transmissions over various networks and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION: We are not responsible if the information made available on this site is not accurate, complete, or current. The material on this site is provided for general information only. It should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, complete, or timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

MODIFICATIONS TO THE SERVICE AND PRICES: Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

PRODUCTS OR SERVICES (if applicable): Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We have made every effort to display as accurately as possible the colours and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any colour will be accurate. We reserve the right but are not obligated to limit the sales of our products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations or that any errors in the Service will be corrected.

ACCURACY OF BILLING AND ACCOUNT INFORMATION: We reserve the right to refuse any order you place with us. In our sole discretion, we may limit or cancel quantities purchased per person, household or order. These restrictions may include orders placed by or under the same customer account, credit card, and/or orders using the same billing and/or shipping address. If we change or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided when the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. You agree to provide current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address, credit card numbers, and expiration dates, so that we can complete your transactions and contact you as needed.

OPTIONAL TOOLS: We may provide you with access to third-party tools over which we neither monitor nor have any control or input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion. You should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of sale.

THIRD-PARTY LINKS: Certain content, products, and services available via our Service may include materials from third parties. Third-party links on this site may direct you to third-party websites not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant it. We will not have any liability or responsibility for any third-party materials or websites or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review the third-party's policies and practices carefully and ensure you understand them before engaging in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS: Suppose, at our request, you send certain specific submissions (for example, contest entries), or without a recommendation from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'). In that case, you agree that we may, without restriction, edit, copy, publish, distribute, translate, and otherwise use any comments you forward to us in any medium. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. You agree that your comments will not violate any third party’s rights, including copyright, trademark, privacy, personality or another personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive, or obscene material or any computer virus or other malware that could affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.

PERSONAL INFORMATION: Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy

ERRORS, INACCURACIES AND OMISSIONS: Occasionally, there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including, without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website should be taken to indicate that all information in the Service or related website has been modified or updated.

In addition to other prohibitions, as set forth in terms of Service, you are prohibited from using the site or its content:

(a) for any unlawful purpose.

(b) to solicit others to perform or participate in any unlawful acts.

(c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances.

(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others.

(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.

(f) to submit false or misleading information

(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet

(h) to collect or track the personal information of others

(i) to spam, phish, pharm, pretext, spider, crawl or scrape

(j) for any obscene or immoral purpose; or

(k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.

We reserve the right to terminate your use of the Service or any related website for violating any prohibited uses.

We do not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure, or error-free.

We do not warrant that the results obtained from using the service will be accurate or reliable.

You agree that from time to time, we may remove the service for indefinite periods of time or cancel the service at any time without notice to you.

You expressly agree that your use or inability to use the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is and 'as available for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Clinivex Enterprises Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

You agree to indemnify, defend and hold harmless Clinivex and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference or your violation of any law or the rights of a third party.

If any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law. The unenforceable portion shall be deemed to be severed from these Terms of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions.

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are practical unless and until terminated by you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services or when you cease using our site.  Suppose in our sole judgment, you fail, or we suspect that you have been unable, to comply with any term or provision of these Terms of Service. In that case, we also may terminate this agreement at any time without notice, and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitute the entire agreement and understanding between you and us. They govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any previous versions of the Terms of Service).  Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

These Terms of Service/Sales and any separate agreements whereby we provide you Services/Sales shall be governed by and construed in accordance with the laws of Ontario (Canada).