GENERAL TERMS AND CONDITIONS FOR DNAVISION SERVICES

  1. Scope of application
    1. The terms and conditions apply to all services provided  by DNAVision S.A, Belgium ("DNAVision"), to Customer. DNAVision has an obligation  towards Customer only if both DNAVision and Customer have signed the Quotation within the time that the DNAVision offer is valid. By signing this Quotation, Customer will be regarded as having accepted the terms and conditions. Any definitions used in the terms and conditions have the same meaning as assigned  in the Quotation. The terms and conditions, together with the Quotation, are hereinafter referred to as the "Agreement".
  1. Services and Delivery therof
    1. The services to be provided  by DNAVision to Customer are described in the Quotation (the "Services").
    2. Prices are quoted ex-VAT in Euros or  US Dollars. Any increase in  VAT  or any new tax imposed between the time of placing the order and the time of delivery will be borne by Customer .
    3. "Delivery" as referred to in the Quotation shall be deemed to have occurred once DNAVision has transmitted one or more files containing the Results to the DNAVision web data portal and has notified Customer that such a file is available for downloading, or has made the Results available to Customer in any other way.
    4. Title to the Results will remain with DNAVision until DNAVision has invoiced the Customer for  all amounts owed by Customer, and Customer has paid said amounts, under the Agreement and/or any previous agreements.
    5. DNAVision will use all reasonable efforts to meet scheduled dates for the Services. However, such dates are not considered to be legally binding .
    6. DNAVision may subcontract the Services in whole or in part to one or more third parties ("Subcontractors"), provided that such subcontracting does not violate the rights of Customer under the Agreement and, furthermore, provided that DNAVision remains fully responsible towards Customer for the part of the Services thus subcontracted.
  1. Responsibilities of Customer
    1. In order to enable DNAVision to provide  the Services to Customer, Customer shall, within  a reasonable time of  signature of the Quotation by the Customer, provide DNAVision with the samples as described in the Quotation ("Samples") and with any other  information required, as described in the Quotation, and prepared in the way described in the Quotation.
    2. Customer guarantees that it is entitled to (i) disclose to DNAVision the information that it discloses  and (ii) provide the Samples that it provides to DNAVision under the Agreement. Customer, furthermore, guarantees that such information and such Samples are not the property  of any third party.
    3. Customer shall at all times keep a back-up of the information (and digital Samples) provided by Customer to DNAVision.
  1. Costs and Payment
    1. Invoices shall be sent by DNAVision to Customer  as detailed in the Quotation and in accordance with the agreed schedule in the Quotation.
    2. Customer shall pay invoices within 30 days of  the date of invoice. Prices in the Quotation are excluding value added tax, any other taxes, fees, duties, licenses or levies now or in the future imposed upon the Service. Any  such taxes imposed on the Services shall be paid by Customer.
    3. All complaints regarding the  amounts invoiced must reach DNAVision  within fifteen (15) calendar days of the invoice date, in the absence of which the invoice will be held to be accepted irrevocably and in its entirety.
    4. If payment is not received by the due date, interest will accrue on all unpaid amounts at the rate of 1.5 % per month (whereby a part of a month shall be calculated as a full month) notwithstanding the right of DNAVision to extrajudicial and judicial collection charges.
    5. Customer shall grant to DNAVision security, in any form whatsoever, upon DNAVision"s first request, which request can be made by DNAVision if it has reasonable doubt (at its sole discretion) whether Customer is able to fulfill its financial obligations towards DNAVision.
  1. Results and Intellectual Property
    1. All results generated by DNAVision and/or Subcontractor in providing  the Services , and any  intellectual property rights related thereto shall be the sole property of Customer ("Results"), provided that Customer may not use, publish or patent the Results until it has fulfilled in full its financial obligations towards DNAVision under this Agreement and any previous agreementsl.
    2. The previous paragraph (5.1) does not apply to improvements to and/or new uses of   methods (SOPs) and/or software and/or bio-analysis tools used by DNAVision or Subcontractor in providing  the Services ("Improvements"). DNAVision shall be the sole owner of the Improvements and the Improvements are not deemed to be part of the Results.
    3. For the purpose of this Agreement, Results shall not include any discoveries or expressions or data that were in DNAVision"s or Subcontractor"spossession or known by DNAVision or Subcontractor prior to performance of the Services under this Agreement.
  1. Indemnification
    1. Customer shall indemnify and hold blameless  DNAVision, Subcontractor, their directors and employees of  and against any liability, expenses or costs arising out of any claim, complaint, suit, proceedings or cause of action pertaining to infringement of a third party"s intellectual property rights against any of them resulting from (i) DNAVision"s or Subcontractor"s use of the Samples provided by Customer under this Agreement or (ii) the use by Customer of any results from the use of such Samples. Customer shall pay all settlements entered into, and all final judgments and costs (including reasonable attorney fees) awarded against Customer (and DNAVision and Subcontractor, as the case may be) in connection therewith.
  1. Limited Liability
    1. All deliverables and Results under the Services are provided "as is" without warranty of any kind. DNAVision shall use all reasonable efforts in performing the Services but does not give  any warranties , express or implied, by operation of law or otherwise, with respect to the deliverables or the Results. Without limiting the foregoing, DNAVision specifically disclaims all implied warranties of title, non-infringement, merchantability and fitness for a particular purpose.
    2. In no event shall  DNAVision be liable to Customer for any special, indirect, consequential, incidental or putative damages incurred by Customer arising under, or as a result of, this agreement (or the termination thereof) including, but not limited to, the loss of prospective profits or anticipated sales or on account of expenses, investments or commitments in connection with the business or goodwill or otherwise.
    3. DNAVision"s liability arising out of the terms of, or related to, this Agreement, its interpretation, and services performed hereunder, shall be limited to and capped at 10% of the total amount actually paid by Customer to DNAVision  under this Agreement. DNAVision"s aggregate liability  towards Customer, for breach, tort or in any other form, shall, furthermore, never exceed an amount of " 25,000 or, if lower, the amount for which DNAVision is insured, save for willful misconduct by DNAVision.
  1. Confidential Information
    1. Except as provided herein, both DNAVision and Customer shall maintain in confidence, and shall not disclose to any third party and shall not use other than to satisfy its obligations under this Agreement, information disclosed in writing by DNAVision or Customer and marked "Confidential" or in a similar manner to indicate its confidential nature or that is disclosed orally and confirmed in writing as confidential within thirty (30) days following such disclosure (collectively, "Confidential Information"). Notwithstanding the above, the source and identity of Samples,  Results and  details of the methods, software and assays used by DNAVision to perform the Services, which by their very nature would reasonably be deemed confidential, shall be considered to be  Confidential Information whether or not so marked. Confidential Information shall not include any information that is (i) already known to the receiving party at the time of disclosure , or (ii) now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or (iii) is disclosed to the receiving party by a third party under no obligation of confidentiality to the disclosing party or (iv) is independently developed by the receiving party without reliance on the Confidential Information of the disclosing party. The obligations of confidentiality contained in this paragraph shall remain in force for as  long as the information does not meet one of the exceptions as set forth in this clause 8, and shall in all events survive any earlier termination of the other provisions of this Agreement. In addition, the restrictions on use contained in this paragraph shall remain in force for as  long as the information remains covered by a valid and enforceable claim of a patent on such information.
  1. Termination
    1. DNAVision is entitled to forthwith terminate the Agreement by giving written notice to that effect, in the following events:
      1. (i) If Customer has not in a timely manner, or  properly fulfilled, its obligations hereunder and such a breach can either not be remedied or, if such a breach is capable of being remedied, has not been remedied within 14 days of  having been notified by DNAVision thereof; or
      2. (ii) If Customer files for bankruptcy or suspension of debts , a petition for bankruptcy has been filed against it, passes a resolution for its liquidation, if a liquidator is appointed in respect of its assets or if Customer makes an assignment for the benefit of its creditors; or
      3. (iii) in the event of DNAVision facing material technical difficulties in executing the Services which cannot be addressed without significant changes to the budget and/or time lines agreed between DNAVision and Customer (and without being liable towards Customer).
    2. In the event of termination pursuant to 9.1(i) and (ii), the full costs  agreed between Customer and DNAVision for the Services will immediately become due and payable, notwithstanding any other rights DNAVision may have by law. In the event of termination for any other reason, Customer shall pay to DNAVision a part of the costs e in proportion to the work executed by DNAVision.
    3. The following clauses of these General Terms and Conditions shall  survive termination or expiration of the Agreement: 4.3, 5, 6, 7, 8 and 10.
  1. Miscellaneous
    1. Customer may not assign its rights and obligations under the Agreement without DNAVision"s prior written consent. DNAVision may assign its rights and obligations under the Agreement in connection with a merger with, or sale of all or substantially all of its assets to which the Agreement relates to, a third party.
    2. The Agreement shall be governed by, and construed and interpreted in accordance with, the laws of Belgium.
    3. Any dispute which arises in connection with the Agreement, or further agreements resulting therefrom which do not stipulate otherwise, shall be exclusively submitted to the competent court in Charleroi, Belgium.
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