1.

Agreement. Calibre Scientific or its affiliate shall provide the products ("Goods" or "Products") and perform the services ("Services") described in a Quotation in accordance with the terms and conditions of this Agreement. By submitting a PO, accepting shipment of Goods or the commencement of the performance of Services, Buyer shall be bound by the provisions of this Agreement, whether Buyer acknowledges or otherwise signs this Agreement or the Invoice, unless Buyer expressly objects to such terms in writing prior to accepting the Goods or commencing the performance of Services. This Agreement may not be added to, modified, superseded, or otherwise altered, except in writing signed by an authorized Calibre Scientific representative. Calibre Scientific shall not be bound by any different or additional terms or conditions (a) contained in any POs, pre-printed forms, online agreements, or in any other documents or communications issued by Buyer, or (b) arising from prior courses of dealing, usages of trade, or verbal agreements not reduced to writing and signed by Calibre Scientific. Any such different or additional terms or conditions are hereby rejected, and shall be deemed null and void, without the need for Calibre Scientific to expressly reject such terms. To the extent that an Invoice might be treated as an acceptance of Buyer’s PO, such acceptance is expressly made on condition of assent by Buyer to the terms and conditions of this Agreement, and Buyer's acceptance of the shipment of the Goods or commencement of the performance of Services shall constitute such assent. Any supplemental terms, such as label licenses or use restrictions included with the sale of goods or services hereunder, shall be in addition to, and if in conflict, shall take precedence over the conflicting terms of this Agreement.

 2.

Changes. Calibre Scientific may at any time make changes in the specifications, designs, drawings, samples, qualities, prices, terms, conditions, requirements, or descriptions to which the Goods or Services are to conform. Calibre Scientific shall not be bound by the descriptions or specifications of the Goods or Services, or any other information contained in, any advertisement, publication, booklets, or pamphlets of Calibre Scientific. Nothing in this clause shall excuse Buyer from proceeding without delay to perform the PO as changed.

 3.

Cancellations. A PO constitutes a firm offer and may not be revoked or cancelled at any time without the written consent of Calibre Scientific. Calibre Scientific hereby reserves the right to reschedule any delivery or cancel any PO issued at any time and Calibre Scientific shall not be subject to any charges or other fees because of such cancellation.

 4.

Shipment. All Goods shall be suitably packed in Calibre Scientific’s standard shipment packaging, marked, and shipped in accordance with Calibre Scientific’s applicable specifications (or if no specifications are provided, in accordance with reasonable commercial practices) using a carrier of Calibre Scientific’s choice unless specified prior to the written order and is paid by the customer. Goods may be shipped, depending on lead time and availability, in instalments. Each instalment shall be invoiced and considered a separate sale. Unless otherwise agreed, Buyer shall clear any imported Goods at the point of import and pay all relevant duties.

5.

Title Transfer: Calibre Scientific and Buyer agree that title for the contract of Goods will pass to the Buyer when they have been shipped from the seller’s premises. Once the transfer of title has occurred, the Buyer takes full ownership of the purchased Goods.

6.

Delivery. Calibre Scientific shall make a commercially reasonable attempt to deliver the Goods at the time stated in the order confirmation (when applicable) but such dates are estimates only and are not guaranteed. Such dates shall not constitute a term or condition of the Agreement between Calibre Scientific and Buyer. Calibre Scientific accepts no liability whatsoever to meet such dates and such failure shall not entitle Buyer to repudiate or cancel a PO without the written consent of Calibre Scientific. If Calibre Scientific delivers any Goods in quantities that are less than the quantities specified in the PO, Buyer shall notify Calibre Scientific of the discrepancy and Calibre Scientific shall deliver the confirmed missing allotment of Goods. If Calibre Scientific delivers any Goods in quantities in excess of the quantities specified in the PO, Buyer shall return the amount of the over shipment to Calibre Scientific or notify Calibre Scientific of intention to retain such over shipment. Buyer shall pay for those quantities of Goods actually accepted by Buyer.

 7.

Inspection. Buyer shall immediately inspect all deliveries for damage upon receipt and if any damage is noticed, Buyer shall accept the shipment only after the driver has noted the damage on both carrier’s and Buyer’s copies of the delivery receipt. Buyer shall promptly inspect all shipments for concealed shipping damage, defects, or shortages, and notify Calibre Scientific of any such damage, defect, or shortage. Buyer’s failure to notify Calibre Scientific within seven (7) days of delivery (or Buyer’s non-receipt the Goods in the case of non-delivery) of defects or shortages reasonably discoverable upon inspection will be a waiver of any right to make any claim relating to the defective or missing Goods, including, without limitation, under the warranty set forth herein.

 8.

Prices and Payment. All prices for the purchase of Products or Services from Calibre Scientific are in the currency stated on the Invoice and are exclusive of all taxes, excises, freight and insurance. Buyer shall be liable for such taxes, excises, freight and insurance and these will appear as a separate item on Calibre Scientific’s invoice. If no price is stated, the price shall be Calibre Scientific’s then current published price applicable in the country where the Buyer is located. Payment shall be made as set forth in the Quotation or invoice (and in no event more than thirty (30) days from date of Invoice). In the event of a reasonable dispute, Calibre Scientific may, in its sole discretion, stay enforcement of collections beyond thirty (30) days. Calibre Scientific may change the terms of credit provided in its sole discretion, or deny the extension of credit altogether.

 9.

Overdue Accounts. If Calibre Scientific incurs legal and/or collection agent costs in relation to Buyer’s overdue account, then Calibre Scientific has the right to charge such costs to the Buyer’s account. In addition to these costs, Calibre Scientific may charge interest on overdue accounts at the rate of 1.5% per month or 18% per annum, or such lower amount as required by law, from the date at which the account becomes overdue.

 10.

Limited License. Subject to the Agreement, and to the terms and conditions of any license provided by Calibre Scientific that is specific to a particular product (which shall govern with respect to such product in the event of conflict with the terms herein), Calibre Scientific hereby grants to Buyer a non-exclusive, non-transferable, non-sublicensable license to use the Good(s) provided to Buyer by Calibre Scientific only in accordance with the written published manuals and instructions provided by Calibre Scientific. Buyer understands and agrees that except as expressly set forth in this Agreement (or in the Calibre Scientific-provided license specific to a particular Good), no right or license to any patent or other intellectual property owned or licensable by Calibre Scientific is conveyed or implied by this Agreement. In particular, no right or license is conveyed or implied to use any Goods provided hereunder in combination with a product not provided, licensed or specifically recommended by Calibre Scientific for such use. This limited license only permits the Buyer to use the Goods in accordance with local laws and regulations in Buyer’s normal course of business.

 11.

Use Restrictions. Buyer is not licensed to, and agrees not to: (a) resell, transfer, or distribute any Calibre Scientific-supplied Goods, directly or indirectly to any third party for any purpose or use, unless otherwise authorized by Calibre Scientific in writing Buyer also agrees not to re-export Products from the country or region in which Products were originally purchased.

 12.

Warranty. The warranty provided hereunder is only applicable to the Buyer. No third-party claims will be honoured.

1. Instruments and other non-consumable Goods are typically warrantied against defects in materials and workmanship by the manufacturer of the instruments. If Calibre Scientific receives notice of defects Calibre Scientific shall, at its sole discretion, either exchange or replace such Goods which prove to be defective and not caused by the exclusions stated in "Warranty Exclusions" below.

2. Consumable (reagents, chemicals, biologics, etc.) Goods are warranted for the stated expiration date of such Goods.

3. Non-consumable spare parts purchased by Buyer will be handled by the return policy upon approval to be returned by the manufacturer of the products.

13.

Warranty Exclusions. Unless otherwise required by law, the warranties provided above do not include:

1. Damages caused by normal wear and tear, spillage, improper use, storage or handling, or neglect.

2. Damages caused by accident and disaster which will include, but not be limited to, fire, flood, water, wind, and electrical surge.

3. Goods which have been repaired, altered or modified in any way or parts which have been replaced by Buyer or any other person or persons (other than those employed by Calibre Scientific) without the prior written consent of Calibre Scientific.

4. Any Goods sold as refurbished, reconditioned or used.

5. Any Goods sold through an unauthorized reseller.

6. Any Goods used in a country or associated region different from the country or associated region in which the Goods were sold to Buyer.

7. Any Goods not used in accordance to Calibre Scientific’s published documentation.

8. Non Calibre Scientific products supplied; these carry the warranty of the supplier or manufacturer and Calibre Scientific makes no claims regarding support of those products but will make reasonable attempts to transfer the warranty to Buyer.

 14.

Additional Exclusions. Unless otherwise stated in a written agreement between Calibre Scientific and Buyer, under no circumstances will this Agreement include an extended warranty, any free Goods or Services provided to Buyer, any option for the future purchase of Goods or Services by Buyer, an automatic renewal of the Agreement, any performance guarantees, future performance obligations for providing Goods, Service or parts, any rebate, any performance discount, an interface or other allowance, or payment terms set forth in Section 8.

 15.

NO OTHER WARRANTIES. THE WARRANTIES IDENTIFIED ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO CALIBRE SCIENTIFIC’S GOODS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION THOSE OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A SPECIFIC PURPOSE (WHETHER ARISING FROM STATUTE, OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING, OR USAGE OF TRADE). THIS WARRANTY IS NOT TRANSFERABLE FROM THE ORIGINAL PURCHASER TO A SUBSEQUENT OWNER. FURTHER, CALIBRE SCIENTIFIC IS NOT LIABLE IN CASES OF DELIBERATE, NEGLIGENT OR ACCIDENTAL MISUSE OF THE GOODS, USE WITH INAPPROPRIATE REAGENTS OR CONSUMABLES, DAMAGE CAUSED BY DISASTER, REPAIR OR MODIFICATIONS DONE BY ANYONE OTHER THAN CALIBRE SCIENTIFIC. CALIBRE SCIENTIFIC DOES NOT WARRANT THAT THE GOODS OR SERVICES WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR IN THE OPERATION OF ANY PROCESS. CALIBRE SCIENTIFIC’S TOTAL LIABILITY FOR BREACH OF THESE WARRANTIES SHALL BE LIMITED TO THE GROSS PURCHASE PRICE OF THE RELEVANT PURCHASE ORDER UNDER WHICH THE ACTIVITY GIVING RISE TO LIABILITY ARISES. UNDER NO CIRCUMSTANCES SHALL SUPPLIER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF BUSINESS OR PROFITS) UNDER ANY THEORY OF LIABILITY HEREUNDER.

 16.

Compliance with Laws. Buyer shall comply with all applicable laws and regulations (including without limitation the applicable laws, regulations, orders and policies of any jurisdiction in which Goods are provided or Services are performed), including, without limitation any laws and regulations related to anti-corruption, import/export, labour, employment, anti-discrimination, anti-harassment, anti-slavery, human trafficking, freedom of association, health and safety, environmental protection, hazardous substances, pollution, waste management, recycling and intellectual property. Buyer shall not take any action that would subject Calibre Scientific or any of its affiliated companies to any liability or penalty under any applicable law or regulation. Buyer shall not directly or indirectly, make any offer, promise, authorization or payment of anything of value for the purpose of securing discretionary action or inaction or a decision of a government official or any other person or any improper advantage in connection with the receipt of Goods or Services. Buyer shall not attempt to solicit any kickback or gratuity from Calibre Scientific employees.

 17.

Confidential Information. All non-public, confidential or proprietary information of Calibre Scientific, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Calibre Scientific to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Calibre Scientific in writing. Upon Calibre Scientific’s request, Buyer shall promptly return all documents and other materials received from Calibre Scientific. Calibre Scientific shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party, or (d) required to be disclosed in accordance with law, regulation, or legal process.

 18.

Intellectual Property.

All intellectual property rights relating to the Goods or Services, as between Buyer and Calibre Scientific, are solely and exclusively owned by Calibre Scientific or its licensors. Unless otherwise expressly provided, Calibre Scientific’s sale of Goods to Buyer only grants Buyer a limited, non-transferable, non-sublicensable right under such intellectual property, for Buyer to use the quantity of the products purchased from Calibre Scientific. No right to resell Calibre Scientific products or any of their components is conveyed expressly, by implication, or by estoppel. Nothing in this Agreement limits Calibre Scientific’s right to enforce its intellectual property rights.

1. Buyer shall immediately notify Calibre Scientific in writing of any intellectual property claim against Buyer in relation to the Goods. In the event that Calibre Scientific choses to defend the claim, Buyer shall (i) not admit any liability or take any action in connection with the claim, (ii) give Calibre Scientific sole control of the defence or settlement of any such claim, (iii) provide reasonable information and assistance in such defence. If Calibre Scientific concludes that the Goods infringe the intellectual property rights of a third party, Calibre Scientific may in its sole discretion (i) secure the right for Buyer to continue use of the Goods, (ii) replace the Goods with similar Goods, or (iii) require Buyer to return the Goods and provide Buyer with a refund of the purchase price, with a deduction in a reasonable amount for the Goods’ use, damage, and obsolescence.

2. Calibre Scientific shall have no responsibility under Section 14(b) to the extent the Goods (i) are supplied according to Buyer’s design or instructions, (ii) are modified by Buyer after delivery, (iii) are combined with other devices, methods, systems or processes not furnished by Calibre Scientific without its written consent, or (iv) are not used in conformity with Calibre Scientific’s written instructions.

 20.

Limitation of Liability. IN NO EVENT SHALL CALIBRE SCIENTIFIC BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, NOR ANY OTHER CLAIM, EXPENSE, LIABILITY OR LOSS OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE SALE OF GOODS OR SERVICES, WHETHER OR NOT CALIBRE SCIENTIFIC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CALIBRE SCIENTIFIC SHALL NOT BE LIABLE FOR CHARGES IN EXCESS OF THE PURCHASE PRICE OF THE GOODS OR SERVICES.

 21.

Governing Law, Jurisdiction and Venue. 

This agreement shall be governed by the laws of the state or province of the country which is identified on the purchase agreement. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Buyer irrevocably submits and consents to the exclusive jurisdiction of the applicable courts specified in this Section, and hereby agrees that such courts shall be the exclusive proper forum for the determination of any action, proceeding or claim arising from or relating to this Agreement. Any legal action must be brought within one year after the claim or cause of action occurs.

 22.

Assignment. Buyer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Calibre Scientific. Any assignment or transfer in violation of the foregoing shall be null and void.

 23.

Relationship of the Parties. The relationship between Buyer and Calibre Scientific is that of buyer and seller, as independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Calibre Scientific and Buyer, and neither Buyer nor Calibre Scientific shall have the authority to contract for or bind the other party in any manner whatsoever.

 24.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of Buyer and Calibre Scientific and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever hereunder.

 25.

Force Majeure. Calibre Scientific shall not be liable for any delay or failure of performance, including without limitation, the failure to deliver the Goods, where such delay or failure arises or results from any cause beyond the reasonable control of Calibre Scientific, including but not limited to, flood, unusually severe weather, earthquake or other act of nature, power loss, strike, boycott, or other labor disputes, embargo, governmental regulation, or an inability or delay in obtaining materials. In the event of such delay or failure of performance, Calibre Scientific shall have such additional time within which to perform its obligations hereunder as may be reasonably necessary under the circumstances.

 26.

Export Control. The Goods are subject to United States, Canadian, European Union and local export-control laws and regulations. Buyer may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Goods to any destination, entity, or person prohibited by United States, Canadian, European Union or local laws or regulations.

 27.

Resale and Anti-Corruption Compliance. If Calibre Scientific believes that Buyer is purchasing Goods other than for its own account without Calibre Scientific’s consent, Calibre Scientific reserves the right to cancel any PO and withhold delivery of any Goods. To the extent that Calibre Scientific does consent to Buyer’s resale of the Goods, Buyer certifies that it is familiar with and understands the requirements of anti-corruption laws and international anti-corruption standards, including but not limited to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and all national anti-corruption laws enacted in any country in which it operates (collectively, the "Anti-Corruption Laws"). Buyer shall not violate or permit anyone acting on its behalf to violate the Anti-Corruption Laws. Specifically, Buyer has not made and will not make, promise to make, offer, or authorize, directly or indirectly, any payment, or provide or offer anything of value, directly or indirectly, to any public officials, political parties, party officials, candidates for public or political party office, public international organizations and their employees, agents and officials, or employees or officials of any purchasing entities (whether publicly owned or private) of Calibre Scientific’s products/services, in order to (1) improperly influence the acts of such public officials, political parties, party officials, candidates, public international organizations and their employees, agents and officials, or employees or officials of purchasing entities, (2) improperly induce them to use their influence with a government to obtain or retain business, or (3) gain an improper advantage, in connection with any business venture or contract.

 28.

Remedies; No Waiver. The remedies herein shall be cumulative and in addition to any other or further remedies provided in law or equity. Buyer consents to injunctive and other equitable interim or permanent relief as may be requested by Calibre Scientific and awarded by a court. No waiver or breach of any provision of this Agreement shall constitute a waiver of any other provision or breach.

 29.

Notices. All legal notices, request, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Invoice. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

 30.

Severability. In the event that a court of competent jurisdiction finds any term or clause in this Agreement to be invalid, unenforceable, or illegal, the same will not have an impact on other terms or clauses in the Agreement or the entire Agreement. However, such a term or clause may be revised to the extent required according to the opinion of the court to render the Agreement enforceable or valid, and the rights and responsibilities of the parties shall be interpreted and enforced accordingly, so as to preserve their agreement and intent to the fullest possible extent.

 31.

Entire Agreement. This Agreement sets forth the entire agreement between Buyer and Calibre Scientific with respect to the subject matter hereof and supersedes any and all prior and contemporaneous writings, communications, agreements and understandings relating to the same subject matter. Calibre Scientific reserves the right to change these terms at any time. The version date for these terms may be found at the footer of this page.

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