General

By submitting a purchase order to SEED Biosciences SA (hereinafter known as SEED), the company purchasing products from SEED (hereinafter known as Buyer) accepts the terms and conditions of sale and supply set forth below. To be binding, all mutual agreements must be confirmed in writing or by email.

Offers

Offers are, unless otherwise stated, binding for 30 days from the date of issue.

Conclusion of contract

The contract is concluded when SEED has confirmed acceptance of the order in writing or by email. Cancellation of or changes to a purchase order or contract by Buyer may result in financial compensation by Buyer to SEED.

Documents and drawings

Documents and drawings remain SEED’s property and may not be made available to third persons without SEED’s written permission. Violations of this condition obligate the Buyer to full indemnification for damages. Copyright is expressly reserved.

Product

The price of the DispenCell includes the hardware and computer (but excluding any computer accessories). The price of the DispenSOFT includes the current software version to run and analyze data generated by DispenCell. Buyer has a non-exclusive, non-assignable right to use the software. All software programs and any intellectual property rights relating to the product (collectively “IPR”) remain the full and exclusive property of SEED, and Buyer agrees not to file or claim any IPR in relation to the product or to the name SEED. In case Buyer intends to resell the products, Buyer agrees not to alter or manufacture part of or the entire product or software. SEED reserves the right, without prior notice, to discontinue the sale of any products, to change any products and product specifications.

Pricing

Unless otherwise noted and agreed, all prices are net, EXW, Epalinges, Switzerland (Incoterms 2020) and, unless otherwise stated, do not include VAT, transport, packing, insurance, assembly, installation, and later application support. In the case of fluctuations in exchange rates or other changes in import-export costs, SEED reserves the right to adjust prices accordingly.

Payment conditions

Unless otherwise noted and agreed, payment terms shall be net 30 days without any discount reduction – payable in Swiss Francs unless otherwise stated in the quotation. For late payment, SEED reserves the right to apply a late payment interest of 9% p.a.

Delivery conditions

Unless otherwise noted and agreed, the standard delivery time is 30 days from order confirmation. SEED’s promised dates are not binding. SEED may delay delivery if:

a) the payment terms are not met;

b) through no fault of SEED, events of any sort whatsoever occur that interfere with the normal course of work concerned with the carrying out of the order;

c) the information necessary for the carrying out of the work is not made known to SEED at the correct time or is subsequently modified.

A delay in delivery does not entitle the Buyer to withdraw from the contract, nor does it give the Buyer any claim for damages or financial losses. A late-delivery penalty can be claimed only if a corresponding agreement exists.

SEED shall not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, strikes, epidemics, supply chain disruptions, or governmental actions.

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Inspection of shipments

Complaints regarding shipment damage are considered only if made within eight days of receipt of the delivery. SEED reserves the right to deal with justified complaints by replacement, repair, or credit entry.

Warranty and Liability

The warranty for all products supplied by SEED lasts 24 months from the delivery date. If within this period manufacturing or material faults become apparent, SEED may choose between free replacement, repair, or a credit entry. SEED is at liberty to carry out this work at the place of assembly or to require the carriage-free return of the defective parts. Defects caused by incorrect handling, exceptional stresses, failure to follow the instructions for assembly, operating and maintenance, or unauthorized modifications or operations are not covered by the warranty. Equally not covered by the warranty is reasonable wear and tear of specified parts, degradation of batteries, and all glass components. SEED’s warranty services apply only to the apparatus and parts supplied by SEED. SEED shall not be liable for any indirect or consequential damages incurred by the Buyer. Support over and above the warranty service is charged at the currently applicable hourly rate of SEED.

Transfer of Title and Risk

Title transfer of purchased goods is according to EXW terms (Incoterms 2020). Unless otherwise noted and agreed, the Buyer must determine and pay for transport from SEED’s dock.

Installation, support and after-sales handling

Unless otherwise noted and agreed, it is the Buyer’s responsibility to maintain first level support for purchased goods. This applies also within the warranty period. Furthermore, the Buyer shall be solely responsible for obtaining and carrying out any necessary installation and/or operation qualification (IQ, OQ) upon handing over the goods to third parties. The Buyer shall make sure that any personnel installing or servicing purchased goods has received the corresponding training by SEED.

Premium technical support

SEED Biosciences offers premium technical support in the form of service contracts which are fee based and give the Buyer access to a high priority remote and/or site support through SEED’s technical support team depending on the coverage level. Remote support is available only during Swiss business hours. If Buyer has not purchased a service contract with your device and would like to start a service contract, please contact SEED Biosciences support or sales.

Instructions of use

SEED provides the User Manual in English. For all other languages it is the responsibility of the Buyer to have all product-use documents translated into the local language and to make them available to the end user.

Safety

Buyer will employ and maintain any safety guards, controls, warning signs and other safety devices and features, and provide all warnings and instructions, which may reasonably be required for the safety of persons according to the location and use of the Product by the Buyer. Buyer shall use and require its employees to use safe operating procedures in operating the Product and shall comply with all laws and regulations of any and all governmental bodies or agencies having jurisdiction, including (without limitation as to operations conducted in the United States) the Occupational Safety and Health Act of 1970 (OSHA), as amended, and regulations promulgated pursuant thereto and all amendments thereto with respect to the installation and use of the Product. Buyer will not alter or misuse the Product in any manner which may constitute a danger to persons.

Retention of property

The goods remain SEED’s property until full payment has been made. This is also true in the case of installations where SEED products are built into another product. Counterclaims or complaints give no entitlement to withholding of payment or offsetting of costs without SEED’s agreement.

Indemnification

Buyer shall indemnify and hold harmless SEED from and against all claims, damages, losses and expenses including attorneys’ fees arising out of or resulting from Buyer’s failure to comply with the applicable laws and regulations referred to under “Safety” section above regardless of whether or not such claim, damage, loss or expense is caused in part by negligence or other act of the Buyer. Buyer will also indemnify SEED as aforesaid as to any such claim, damage, loss or expense arising out of or resulting from the design, construction, formulation or composition of any product made or handled by the Product in the hands of the Buyer. Buyer is aware that it has the sole responsibility for properly installing the Product, for instructing its employees in the proper use of the Product according to the manuals supplied by SEED and other component part manufacturers, distributors, or retailers, for ensuring that all safety devices are operable at all times the Product is in use, for ensuring that Buyer’s employees and visitors wear proper personal protective equipment, and for ensuring the safety of Buyer’s employees and visitors while the Product is in use. In the event that any other person, firm or corporation makes a claim against SEED or its parents, subsidiaries, affiliates, agents, servants, employees, attorneys, directors, or insurance carriers (hereinafter “related entities”), for injuries or damages suffered by that person, firm, or corporation caused in whole or in part by the negligence of, failure to maintain by, or modification by the Buyer, Buyer hereby agrees to indemnify and hold harmless SEED and its related entities from any and all claims, demands, actions, causes of action of whatever kind or nature, to include the reimbursement of reasonable attorneys’ fees in defending against such claims. This indemnification agreement is contractual and is made part and parcel of the Terms and Conditions.

Law and legal domicile

If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. For the above conditions of offer, payment and supply, including export, only Swiss law is applicable. Legal court domicile is in every case the registered office of SEED Biosciences SA in Lausanne, Vaud, Switzerland.

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Severability

If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

These Sales Terms and Conditions constitute the entire agreement between the parties unless otherwise agreed in writing.

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