1              General

1.1          All sales by QGel SA, of Lausanne, Switzerland (“Seller”) to a purchaser of Seller’s Products (“Buyer”) are subject to the special terms of sale specified on Seller’s issued quotes or Seller’s issued confirmations of purchase orders and to these General Terms and Conditions of Sale (“T&Cs”). A submission of a purchase order by Buyer to Seller shall mean that Buyer is deemed to have accepted the special terms of sale as specified in Seller-issued or signed documents, and these T&Cs.

1.2          Any conditions or terms of purchase submitted by Buyer deviating from or inconsistent with the special terms of sale and T&Cs will not bind Seller notwithstanding any statement by Buyer in its purchase order that its terms and conditions prevail. All amendments must be in writing, signed by a duly authorized representative of Seller.

1.3          In the event of conflict, the order of priority shall be: (a) the special terms of sale issued or signed by Seller and applicable to the sale concerned, (b) these T&Cs.

1.4          “Products” shall mean the products offered for sale by Seller.


2          Orders, Confirmations

2.1          Buyer shall submit purchase orders for Products by e-mail, mail, facsimile or directly on Seller’s website to Seller or to Seller’s authorised representative. Such orders shall specify the following minimum information, with respect to each Product ordered: (i) the Product number or service identifier code, (ii) the quantity ordered, (iii) the price per item, (iv) the requested delivery dates, (v) agreed delivery and payment terms if applicable, and (vi) the shipping instructions and any other pertinent information.

2.2          An order shall be binding upon Buyer at the time of submission to Seller. Seller shall be bound only upon formal confirmation of order by Seller which may be given by e-mail, mail, facsimile, or by online webshop order screen confirmations at time of order. Seller may at its discretion, as a condition of acceptance of a purchase order, require Buyer to provide a prepayment in part or in full prior to delivery of the Products.  Seller may also refuse any order at its discretion.

2.3          Buyer shall not alter or cancel any order, in part or in whole, once Buyer has received Seller’s formal acceptance of such order.


3          Delivery, Title, Risk

3.1          Products are sold Delivery At Place (DAP) Incoterms 2010. The risk associated with loss of, or damage to, Products shall be for Seller’s account until physical transfer has been made to Buyer or Buyer’s carrier agent. Buyer is responsible for any applicable taxes and duties .

3.2          Title to the Products shall pass to Buyer when Seller receives full payment from Buyer.

3.3          To notify Seller of damaged products or errors, Buyer shall make the appropriate notice on the shipment documents at the time of delivery of Products, and shall send a copy of such annotated shipment documents to Seller at the latest ten (10) days after such delivery. Failing such notification, Buyer shall have no right to claim that Products shipped were not in perfect condition and corresponding to the invoice and Seller shall not be responsible for any defects which examination of Products would or should have revealed. Buyer shall store the Products until returned to Seller.

3.4          In case of such faulty Products, Seller shall use its reasonable efforts to promptly ship, at Seller’s exclusive cost, replacement Products to Buyer. Such replacement Products shall be invoiced separately to Buyer, at the prices agreed in the accepted order, while Products returned and accepted by Seller shall be credited to Buyer at the invoiced price. Buyer shall have no right to return Products for any other reason and no such return shall be permitted without the prior written approval of Seller.

3.5          If Buyer fails or is unable to collect the Products on the day of delivery, Seller may, but is not obliged to,  arrange for suitable storage of the Products, whether at its premises or elsewhere, and Buyer must pay or reimburse all costs and expenses of storage, insurance and other charges associated with such storage. Notwithstanding Buyer’s failure or inability to collect the Products, delivery is deemed to have occurred by Seller shipping the Product.

3.6          Seller shall use reasonable efforts to deliver Products upon the dates or within the delays specified in the accepted order, but Seller shall not be liable in case of late delivery, and Buyer shall not refuse, in part or in whole, any delivery of Products due to any delay in shipment


4          Prices, Invoices

4.1          The Product price is as confirmed by Seller in the Seller-issued confirmation of the purchase order. All prices are exclusive of duty or tax, in particular VAT, which Buyer may be liable to pay at the applicable rate.

4.2          Catalogues and price lists are supplied to Buyer purely for information, and nothing contained therein shall form any part of these T&Cs, and Seller may change prices or the list of Products available for sale at any time without notice, provided, however, that Seller shall not change the prices in any order after Seller has formally accepted such order from Buyer.

4.3          Any one order may result in several and separate invoices from Seller in case of separate shipments, provided that each invoice shall clearly reference the order it corresponds to.


5          Payment Terms

5.1          Buyer shall pay all invoices for Products within 30 days of the date of the invoice. Payment shall be considered as effective only upon receipt of the full amount invoiced, without any deduction of any kind, into the bank account identified separately by Seller to Buyer, in the currency specified in the invoice.

5.2          Any amount not received by Seller when due shall automatically accrue interest at the late payment interest rate of 5% per year.

5.3          Seller may suspend any further shipment of Products, even after orders have been accepted, until any and all overdue amounts, including accrued late payment interest charges until the date of actual payment, have been paid into Seller’s bank account. Such remedies are in addition, not in lieu of, any other remedies available to Seller under applicable law.

5.4          Buyer shall not be entitled to deduct or set off against any sum due to Seller any monies which are not presently payable by Seller or in relation to which Seller disputes liability.


6              Use of Products, Documentation

6.1          Products may only be used by Buyer according to the methods and protocols of use available on Seller’s web-site or which are included in the Product information contained in Product packages (“Documentation”). Products are not intended for human use and may not be used for any therapeutic or diagnostic purposes.

6.2          In no circumstances is Buyer authorized to reverse engineer any Products. Should Buyer reverse engineer the Products despite this prohibition, Buyer hereby assigns, and shall assign, to Seller any and all title in the data, results, discoveries and inventions related to the composition of the Products or to the interaction of any identified component of the Product with another component of the Product or with one or more external components.

6.3          Products purchased by Buyer are solely for their internal use within Buyer, and may not be resold by Buyer nor transferred by Buyer to any third party (other than to an affiliated entity of Buyer, with the same restrictions as provided herein).

6.4          To the extent that the Documentation includes any reference to growth media in relation to Products, Buyer acknowledges that no representations are made by Seller that the use of such growth media, whether in conjunction with the Product or independently, will not infringe any third party intellectual property rights.


7          Intellectual Property

7.1          Seller reserves all rights of ownership in and all intellectual property rights in the Products, the Documentation and Seller’s Product catalogues.

7.2          Seller herby grants Buyer a limited, non-exclusive license, without right to grant sub-licenses, to use the Products and the Documentation for the internal purposes of Buyer subject to the limitations in Clause 6.

7.3          Buyer agrees that it will not, directly or indirectly, apply for or otherwise acquire any patents, utility models, registered designs or copyrights (or any similar intellectual property rights capable of registration) in any country, on the basis of the Products or the Documentation.


8          Confidentiality

8.1          A Party receiving Confidential Information (“Receiving Party”) under this Agreement from the other Party (“Disclosing Party”) will maintain all such Confidential Information as confidential and will not disclose any such Confidential Information to any third party or use such Confidential Information for any other purpose except to fulfil its obligations hereunder. The Receiving Party may disclose Confidential Information of the Disclosing Party to its affiliated entities, employees, agents, consultants and other representatives who have a need to know such Confidential Information, and who are bound by obligations of confidentiality and non-use no less onerous than those as set out herein. For purposes of Clause 8, “Confidential Information” shall mean the contents of the offer, of the purchase order and of the confirmation of order, and any product information and Documentation (as defined in clause 6.1), methods, media formulation recommendations or protocols disclosed by Seller to Buyer.

8.2          The obligations in Clause 8.1 shall not apply to Confidential Information that the Receiving Party can prove by written record is: (a) through no act or failure to act on the part of the Receiving Party, generally known or available; (b) known by the Receiving Party at the time of receiving such Confidential Information, except through prior disclosure by the Disclosing Party; (c) hereafter furnished to the Receiving Party by a third party, as a matter of right and without restriction on its disclosure; or (d) is independently developed without reference to the other Party’s Confidential Information.

8.3          The provisions of this Clause 8 shall survive expiry or termination of this Agreement.


9              Product Warranty, Seller Liability

9.1          Seller warrants that the Products will, at the moment of their physical transfer to Buyer or to Buyer’s carrier agent, meet the specifications for the Products described in Seller’s product catalogues and in the Documentation.

9.2          Save as expressly provided in these T&Cs, no term, condition, representation or warranty is made by Seller or implied, including as to the quality (satisfactory or otherwise) or fitness of the Products supplied, or to the effect that Products will be suitable for any particular purpose or for use under any specific conditions which may be known or made known to Seller.

9.3          To the extent permitted by law, Buyer’s sole remedy with respect to a breach of this warranty, will be the replacement by Seller of any such defective Products at Seller’s expense or for Seller to refund the Product price to Buyer subject to the provisions contained in clause 3.

9.4          Seller shall not be liable in contract, tort (including negligence or breach of statutory duty) for any indirect or consequential loss or damage of any kind, such as cell material, or for any increased costs or expenses or for loss of profit, business, use, contract, revenues or savings.

9.5          Nothing in these T&Cs shall exclude or restrict any implied conditions or warranties or exclude or restrict Seller’s liability to the extent that such cannot be excluded or restricted by any law applicable to the sale of Products hereunder.


10        Data Protection

Information which Buyer provides or which is obtained in dealings with Buyer may be held by Seller in accordance with the applicable data protection laws in Switzerland and will be used by Seller, its affiliated entities, its agents and sub-contractors to provide the Products and to enable Seller to provide Buyer with relevant information through marketing materials.


11        Termination

Seller shall be entitled (without prejudice to its other rights and remedies against Buyer) by notice in writing to Buyer to terminate or suspend any agreement for the purchase of Products if Buyer:

– enters into bankruptcy or becomes otherwise insolvent or unable to pay its debts, goes into liquidation or enters into any voluntary arrangement with its creditors; or

– breaches any of its obligations under these T&Cs.


12        Miscellaneous

12.1        The invalidity or unenforceability for any reason of any clause or part thereof in these T&Cs shall not prejudice or affect the validity or enforceability of the remainder.

12.2        Buyer may not assign or transfer any of its obligations under this agreement without the prior written agreement of Seller.

12.3        Seller shall not be deemed to have waived any of its rights or remedies whatsoever unless such waiver is in writing and signed by a duly authorized representative of Seller. No delay or failure of Seller in exercising or enforcing any of its rights or remedies shall operate as a waiver thereof.

12.4        The validity, interpretation and enforcement of this Agreement shall be governed solely by the laws of Switzerland, excluding the Vienna Convention on the International Sale of Goods.

12.5        Any disputes that arise out of, or in connection with, the agreement between Seller and Buyer with respect to the Products shall be submitted by the competent courts of Lausanne, Switzerland.





* * * * *