Terms and Conditions

1。

协议。Bio-Rad or its affiliate shall provide the products（“Goods“或”产品，产品“和”服务，服务“）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，wherer 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in writing prior to accepting the Goods or commencing the performance of Servicesgreement may not be added to，modified，superseded，orotherwise altered，except in writing signed by an authorized Bio-Rad representative.Bio-Rad shall not be bound by any different or additional terms or conditions（a）contained in any POs，预应力混凝土，online agreements，orin any other documents or communications issued byBuyer，or（b）arising from prior courses of dealing，usages of trade，or verbal agreements not reduced to writing and signed by Bio-Rad.Any such different or additional terms or conditions are hereby rejected，and shall be deemed null and void，withot the need for Bio-Rad to expressly reject such terms.To the extent that an Invoice might be treated as acceptance of Buacceptanceeis expressly made on condition of assent by Buyer to the terms and conditions of this Agreement，and Buyer’s acceptance of the Goods or commencement of the performance of Services shall constitute such assent.Any supplemental terms，such as label licenses or field restrictions included with the sale of goods or services hereunde unde under，shall be in addition to，and if in conflict，shall take precedence over the conflicting terms of this Agreement。

2。

Changes。Bio-Rad 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.Bio-Rad shall not be bound by the descriptions or specifications of the Goods or Services，or any her information，any in单击功能区上，publication，booklets or pamphlets of Bio-Rad.If any such change causes an increase or decrease in the cost of or the time required form the performance of any part of the work under the Agreement，then Bio-Rad and Buyer shall discuss in good faith whether awritten modification shold be made to the Agreement to adscuss hetule，or both.Any claim by Buyer for such an adjustment must be made in writing within thirty（30）days of the receipt of any such notice provided by Bio-Rad.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.Bio-Rad hereby reserves the right to reschedule any delivery or cancel any PO issued at any time and Bio-Rad shall not be subject to any charges or other fees as result of such cancellation。

4。

Shipment。在所有的道路上安装的Bio-Rad's standard shipment packaging，marked，and shipped in accordance with Bio-Rad's applicable specifications are provided，in accordance with reasonable commercial practices）using a carrier of Bio-Rad’s choice.Goods may be shipped，depending on lead time and availability，in installments.Each installment shall be invoiced and considered a separate sale.Unless otherwise agreed，Buyer shall clear any imported Goods and the pant and the pant of e、es.Delivery terms（Incoterms2010）shall be set forth in any Quotation。

5。

Delivery。Bio-Rad 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 Bio-Rad and Buyer.Bio-Rad accepts no liability whatsoever to meet such dates and such failure shall not entitle Buyer to repudiate or cancel a PO.If Bio-Rad delivers any Goods in quantities that less the quant quantied the Buties notify Bio-Rad of the discrepancy and Bio-Rad shall deliver the confirmed missing allotment of Goods.If Bio-Rad delivers any Goods in quantities in excess of the quantities specified in the PO，Buyer shall return the amount of the overshipment to Bio-Rad or notify Bio-Rad of intention to retain such overshiment。odsactually accepted by Buyer。

6。

检验。Buyer shall image 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 conceed shipments and notify Bio-Rad of any such damage，defect，or shortage.Buyer’s failure to notify Bio-Rad within seven（7）days of delivery Goods，including，without limitation，under the warranty set forth herein。

7。

Acceptance。[Unless otherwise agreed in writing by the parties，第七节课，第二节课，第二节课，第二节课，第二节课，第二节课，第二节课，第二节课，第二节课，第二节课No Goods returns will be accepted without the prior approval of Bio-Rad.All claims must be received within 7days following receipt of the Goods.Buyer must obtain a return authorization number and return the Goods by the specified courier following the approved temperature guidelines.The Goods must Biturne in inal Rad reserves the right to charge a restocking fee for conforming Goods。

8。

Prices and Payment。All prices for the purchase of Products or Services from Bio-Rad are in the currency stated on the Invoice and are exclusive of all taxes，excises，freight and insurance and these will appear as separate item on Bio-Rad’s invoice shall be Bio-Rad'sthen current published price applicable in the country where the Buyer is located.Prices do not include installation and training，unless otherwise stipulated in writing.Payment shall be made asset forth in the Quotation or invoice（and in no event more than thirty（30）days from of Invoice）。In the event of a reasonable dispute，Bio-Rad may，in its sole discretion，stay enforcement of collections beyond thirty（30）days。Bio-Rad may change the terms of credit provided in its sole discretion，or deny the extension of credit altogether。

9。

Overdue Accounts。If Bio-Rad incurs legal and/or collection agent costs in relation to Buyer’s overdue account，then Bio-Rad has the right to charge such costs to the Buyer’s account.In addition to these costs，Bio-Rad may charge interest on overdue accounts at the rate of 1.5%per month or 18%perannum，such，weed from the dateat which the account becomes overdue。

10。

Limited License。Subject to the Agreement，and to the terms and conditions of any license provided byo-Rad that is specific to a particular product（which shall govern with respect to such product in the event of conflict with the terms herein），Bio-Rad hereby grants to Buyer anon-exclusive，non-transferable，non-sublicensable license to use the Good（s）provided to Buyer by Bio-Radonly in accordance with the written published manuals and instructions provided by Bio-Rad。 Buyer understands and agrees that except as expressly set forth in this Agreement，no right or license to any patent or other intellectual property owned or licensable by Bio-Rad 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 specificalificely combided for bisfor for bided限制，限制dlicense only permits the Buyer to use the Goods in accordance with local laws and regulations in Buyer’s normal course of business。

1. Special Licensing Terms for Bio-Rad Digital PCR and Single-Cell NGS Sample Preparation Products。Purchase of Digital PCR and Single-Call NGS Sample Preparation products from Bio-Rad Laboratories includes a limited，non-transferable right under our intellectual property for you to use the products in accordance with the product documentation and instructions for use.Unless we expressly state other in additional Terms and Conditionsghts are granted for you to distribute or resell the products.Development of commercial products，or the sale of products foruse on Bio-Rad’s Digital PCR and Single-Cell NGS Sample Prepration portfolio of products，requires an additional commercial license from Bio-Radming concerning a license for subs for basedad Laboratories.It is the responsibility of the purchaser/end user to acquire any additional intellectual property rights that may be required.The Bio-Rad Digital PCR Systems and/or theiruse is covered by claims of U.S.patents，and/or pending U.S.andnon-U.S.patent applications owned by Ransder to Laborato ories，Inc.，including，but not limited to，U.S.Patent Nos.9089844；91126160；9216392；9347059；9500664；9562837；963682；9649635；and9896722。

11。

Products Marketed for Research User Only。Products marketed by Bio-Rad for research use only do not have the approval or clearance of the U.S.Food and Drug Administration（“FDA”）and/or any other applicable regulatory authority，clearance or registration for in vitro diagnostic（“IVD”）use。No license is conveyed or implied for Buyer to use，and Buyer agrees not to use，such Goods in any manner requiring FDA or other regulatory approval，clearance or registration on relating to IVD use。

12。

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

13。

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

1. Instruments and other non-consumable Goods are typically warrantied against defects in materials and workmanship for twelve（12）months from the date of delivery；actual warranty period appear on the packaging inserts or on the Invoice（“Warranty Period”）。If Bio-Rad receives notice of defects during the Warranty Period，Bio-Rad shall，at its sole discretion，either repair or replace such Goods which prove to be defective and not caused by the exclusions stated in“Warranty Exclusions”below。
2. 可使用，chemicals，biologics，etc.）Goods are warranted for the stated expiration date of such Goods。
3. Non-consumable spare parts purchased by Buyer carry a three（3）months warranty。
4. Buyer agrees to provide full access to its premises for the purpose of installation or repair，and guarantees that all instruments and work areas that are in contact with biohazardous or hazardous are decontaminated prior to service intervention or return of Goods to Bio-Rad for service。
5. Buyer will promptly notify Bio-Rad of any change in location to installed Goods during the warranty period。

14。

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 Bio-Rad）without the prior written consent of Bio-Rad。
4. Any Goods sold as refurbished，reconditioned or used。
5. Any Goods designated by Bio-Rad as being in contact with sample or reagent streams or as consumable items（such as lamps or platinum wire）which are subject to normal wear and tear and should be replaced by Buyer in the normal course。
6. Any Goods sold through an unauthorized reseller。
7. Any Goods used in a country or associated region different from the country or associated region in which the Goods were sold to Buyer。
8. Any Goods not used in accordance to Bio-Rad's published documentation。
9. Non Bio-Rad products supplied；these carry the warranty of the supplier or manufacturer and Bio-Rad makes no claims regarding support of those products but will make reasonable attempts to transfer the warranty to Buyer。

15。

Additional Exclusions。在未完成的基础上，基础设施和建筑物，基础设施和服务项目，基础设施和服务项目，基础设施和服务项目gations for providing Goods，Service or parts，any rebate，any performance discount，an interface or other allowance，or payment terms set forth in Section8。

16。

NO OTHER WARRANTIIES.THE WARRANTIIES IDENTIFIED ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO BIO-RAD’S GOODS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES，EXPRESS OR IMPLIED.ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAED，IMLIING NON-INFRINGEMENT，MERCHANTABILITY，OR FITNESS FOR A SPECIFIC PURPOSE（WHETHER ARISING FROM STATUTE，OROTHERWISE 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，BIO-RAD IS NOT LIABLE INTHCASES OF DELIBERATE，NEGLIGLIGENTORACCIDENTAL SUODE APPROPRIATE REAGENTS OR CONSUMABLES，DAMAGE CAUSED BY DISASTER，REPAIR OR MODIFICATIONS DONE BY ANYONE OTHER THAN BIO-RAD.BIO-RAD DOES NOT WARRANT THAT THE GOODS OR SERVICES WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRTY PARTY EITHE ALONE OR IN COMBIATION WITH OTHER PRODUCT OR IN THE OPERION OF RATION OF ANPROLISS FOR BREACH OF THESE WARRANTIES SHALL BE LIMITED TO THE GROSS PURCHASE PRICE（ORANNUAL SERVICE FEE）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。

17。

Compliance with Laws。（including withot limitation the applicable laws and regulations，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，im/export，labor，employment，anti-discrimination，anti-harassment，anti-slavery，human trafficking，freedom and of ronmental protection，hazardous substances，pollution，waste management，recycling and intellectual property.Buyer shall not take any action that would subject Bio-Rador any of its affiliated companies to any liability or penalty under any applicable law or regulation.Buyer shall not directly indirectory，any自动化油器payment of anything of value for the purpose of securing discretionary action or inaction or adecision 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 grattuity from Bio-Rad employees。

18。

Confidential Information。All non-public，confidential or proprietary information of Bio-Rad，including but limited to，specifications，samples，patterns，designs，plans，drawings，documents，data，business operations，customer lists，pricing，discounts，orrebates，disclosed byo-Rad to Buyer，hescald处理in written，electronicorother form or media，and whether or not marked，designated，orotherwise 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 Bio-Rad in writing.Upon Bio-Rad's request，Buyer shall promptly return all documents and other materials received from Bio-Rad.Bio-Rad.Rad shall be entitled to injunctrelive of Secontition of Secontition es 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 anon-confidential basis from a third party，or（d）required to be disclosed in accordance with law，regulation or legal process。

19。

Intellectual Property。

1. All intellectual property rights relating to the Goods or Services，as between Buyer and Bio-Rad，are solly and exclusively owned by Bio-Rador its licensors.Unless otherwise expressly provided，Bio-Rad's sale of Goods to Buyer only grants Buyer a limited，non-transferable，non-sublicables intelecture备用总线se the quantity of the products purchased from Bio-Rad.No right to resell Bio-Rad products or any of their components is conveyed expressly，by implication，orby estoppel.Nothing in this Agreement limits Bio-Rad’s right to enforce its intellectual property rights。
2. Buyer shall immediately notify Bio-Rad in writing of any intellectual property claim against Buyer in relation to the Goods.In the event that Bio-Rad choses to defend the claim，Buyer shall（i）not admit any liability or take any action in connection with the claim，（ii）give Bio-Rad sole of y such claim，（iii）provide reasonable information and assistance in such defense。If Bio-Rad concludes that the Goods infringe the intellectual property rights of a third party，Bio-Rad 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。
3. Bio-Rad shall have no responsibility under Section14（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 Bio-Rad without its written consent，or（iv）are not used in conformity with Bio-Rad’s written instructions。

20。

Software。“Software”，Bio-Rad hereby grants to Buyer a royalty-free，non-exclusive，non-sublicensable，and non-transferable license to use Software and any related documentation provided to Buyer under this Agreement soly for Buyer’s internal business purposes and solely on hardware provided by Bio-Rad.Buyer and Business are and related documentation is provided under license，and not sold，to Buyer.Buyer does not acquire any ownership interest in Software and related documentation under this Agreement.Buyer shall onlyuse Software as set forth in the documentation provided by Bio-Rad and this Agreement.This license will automatically asset minate forth hesn of the associated hardware provided by Bio-Rad ceases，unless earlier terminated as provided in this Agreement.Buyer shall not to sell，transfer，license，loan or otherwise make available in any form to third parties the Software and related documentation provided hereunder.Buyer may not disassemble，dey，ded，devided，ded fy单击功能区上，enhance or otherwise change or supplement the Software without Bio-Rad's prior written consent.The Software may contain software，content，data，orother materials，including related documentation，that are owned by parties other than Bio-Rad and are provided to Buyer on terms that are addition from代理，代理ement（“Third Party Licenses”）。Buyer is bound by and will comply with all Third Party Licenses and any breach of any Third Party License shall be a breach of this Agreement.Buyer is responsible and liable for all uses of the Software and documentation provided by Bio-Rad.Bio-Rad may，at its sole discretion，terminate this license if Buily to failyition herein.Buyer shall，upon termination of this license，immediately cease use of and return to Bio-Rad all Software and related documentation to include all copies.Bio-Rad will provide maintenance and support for the Software under its standard operating procedures。

21。

Limitation of Liability。 IN NO EVENT SHALL BIO-RAD 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，LIILABITY OR LOSS OTHERWISE LE OF GOODS OR SERVICES，WHETHER OR NOT BIO-RAD WAS ADVISED OF THE POSS BILITY OF SUCH DAMAGES.BIO-RAD SHALL NOT BE LIABLE FOR CHARGES IN EXCESS OF THE PURCHASE PRICE OF THE GOODS OR SERVICES。

22。

Governing Law，Jurisdiction and Venue。第二阶段，第二阶段，第二阶段，第二阶段，第二阶段，第二阶段

1. within the European Union，then this Agreement shall be governed by the laws of Switzerland，without regard to conflicts of law principles，and any action or proceeding arising from or relating to this Agreement must be brought in a court located in Bern，Switzerland；
2. excluding China and India where the counterparty is located in China or India），本协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项下的协议项；
3. within China and the counterparty is located in China，then this Agreement shall be governed by the laws of China，without regard to conflicts of law principles，and any action or proceeding arising from or relating to this Agreement must be brought in court located in Shanghai，Chinaapply with venue in Hong Kong，和if with in Taiwan，the laws of Taiwan shall apply with venue in Taiwan）；
4. within India and the counterparty is located in India，then this Agreement shall be governed by the laws of India，without regard to conflicts of law principles，and any action or proceeding arising from or relating to this Agreement must be brought in court located in New Delhi，India or
5. （including without limitation the United States），then this Agreement shall be governed by the laws of the State of California and the United States of America，without regard to conflicts of law principles，and any action or proceeding arising from or relating to this Agreement must be brought in court in Contra Costa County，California.The parties expressaget the United Natedthe 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 the determination of any action，proceeding or claim aring fromorrelating to this Agreement.Any legal action must be brought within one year after the claim or cause of action occurs。

23。

分配。Buyer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Bio-Rad.Any assignment or transfer in violation of the foregoing shall be null and void。

24。

Relationship of the Parties。The relationship between Buyer and Bio-Rad 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 o-Bid and Buyer，and Biitalo ve the authority to contract for or bind the other party in any manner whatsoever。

25。

No Third-Party Beneficiarie。This Agreement is for the sole benefit of Buyer and Bio-Rad 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。

26。

Force Majeure。Bio-Rad shall not be liable forany delay or failure of performance，including withot limitation，the failure to deliver or install the Goods，where such delay or failure arises or results from any cause beyond the reasonable control of Bio-Rad，including but not limited to，flood，unusual severe weather，acture werloss，strike，boycott，orother labor disputes，embargo，governmental regulation，oran inability or delay in obtaining materials.In the event of such delay or failure of performance，Bio-Rad shall have such additional time withich to perform its obligations hereunder as may be reasonabnecessary the starcumnces。

27。

出口控制。The Goods are subject to United States，European Union and local export-control laws and regulations.Buyer may not，directly or indirectly，sell，export，re-export，transfer，divert，orotherwise dispose of any Goods to any destination，entity，or person prohibited by United Stated，Euroan Unical logus。

28。

Resale and Anti-Corruption Compliance。If Bio-Rad believes that Buyer is purchasing Goods other than for its own account withot Bio-Rad’s consent，Bio-Rad reserves the right to cancel any PO and withhold delivery of any Goods.To the extent that Bio-Rad does consent to Buyer’s resale of the Goods，Buyer certifithat farsit anti-corruption laws and international anti-corruption standards，including but not limited to the U.S.Foreign Corrrupt Practices Act，the U.K.Bribery Act2010，and all national anti-corruption laws enacted in any country in which it operates（collectively，the“Anti-Crruption Laws”.Buyer shall not violate or permit anyone acting on its behalf to violate the Anti-Crruption 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，agentsBio-Rad’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。

29。

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 be requested by Bio-Rad and awarded by acourt.No waiver or breach of any provision of this Agreement shalot consive of shalotive of在…之前on or breach。

30。

Notices。All legal notices，request，consents，claims，demands，waivers and other communications hereunder（each，a“通告”）shall be in writing and addressed to the parties at the addresses set forth on the face of the Invoice and in the case of Bio-Rad with copy to its corporate headquarters at 1000 Alfred Nobel Drive，Hercules，California，USA94547，Attention:General Counsel.All Notices shall be delivered by personal delivery，nationally recognized overnight courier（with all fees pre-paid），内部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。

31。

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 requireed cording to the inout ofender 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。

32。

Entire Agreement。This Agreement sets forth the entire agreement between Buyer and Bio-Rad 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.Bio-Rad reserves the right to change athetime the datems the the the time for the the date terms may be found at the footer of this page。