Terms and Conditions

Defined Terms:

“Event of Force Majeure” means any event or circumstances beyond the reasonable control of the party claiming “Event of Force Majeure” which may lead to a delay or failure of performance of obligations under this Agreement including but not limited to an act of God, an act of any sovereign, law, judgment, order, decree, embargo, blockade, labour dispute, failure or delay of suppliers or subcontractors, an outbreak of disease to include an epidemic or pandemic, interruption or failure of utility service.

“Intellectual Property” (IP) includes any know-how, patents, trademarks, service marks, registered designs, copyrights, database rights, design rights, applications for any of the above, and any similar right recognised from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above; “Loss” includes any demand, claim, proceeding, suit, judgement, loss, liability, cost, expense, fee, penalty or fine;

“Parties” means BioPixS and the Company. “Party” means either BioPixS or the Company. “Services” means the Services to be undertaken by BioPixS under the Statement of Work.

The Agreement: This Agreement shall comprise, and to the exclusion of any terms and conditions of the Company, the general terms and conditions set out herein
Services: The Services here are outlined in the Statement of Workis is a custom solution tailored to create optical properties reported similar in MEDPHOT protocol phantom validation or 10- 20 % error for responsivity phantom or can vary depending on the specific customization need. Subject to availability and the terms and conditions herein ,BioPixS shall use its reasonable endeavours to provide and supply the Services but does not undertake or warrant that their efforts will lead to any particular result or Deliverable.The work in relation to Services, if any, intrinsically involves a level of risk and uncertainty relative to its outcome and the achievement of the results expected. BioPixS undertakes to perform the work and Services in a professional manner, being committed to fulfill its obligation of delivering the best possible product with best possible effort. A deviation in optical properties is typically expected from batch to batch. BioPixS will provide characterisation optical properties with time of flight diffusion method, an inherent deviation might be present in characterisation due to choice of diffuse model, system hardware intrinsic properties.
Laws & Ethics: Each party shall carry out its obligations in accordance with all applicable laws; in good faith and in a manner that reflects the good name, goodwill and reputation of each party and with due regard to the health and safety of those involved in the carrying out of that work.
Liability
No Warranty: Any Goods or Services are provided on an “as is” basis and BioPixS does not make any representation or give any warranty, express or implied with respect to the content or use of any Goods, or any Deliverable or information provided in connection with the Services and including, but not limited to, any warranty of completeness, merchantability, fitness for a particular purpose, commercial utility or non-infringement of IP.
Exploitation: BioPixS shall not be liable to the Company for; (a) any use made by the Company of any Goods, Services orDeliverable; or (b) any reliance placed by the Company on any Goods, Services or Deliverable; (c) any advice or information given in connection with any Goods, Services or Deliverable.
Exclusion of certain losses: Subject to Clause 4.6, neither party shall be liable to the other in contract, tort or otherwise for any indirect damages or losses, or for any loss of profits, loss of revenue, loss of data, loss of contracts or opportunity, whether direct or indirect, even if the Party bringing the claim has advised the other of the possibility of those losses, or if they were within the other party’s contemplation.
Financial Limit: The aggregate liability of BioPixS to the Company in contract, tort (including, without limitation, negligence) or otherwise arising out of or in connection with or in relation to this Agreement, shall be limited to the total payment then made by the Company under this Agreement.
Force Majeure: Neither party shall be liable to the other for any failure or delay in the performance of any of its obligations under this Agreement (other than a payment obligation) that is caused by any Event of Force Majeure.
Certain losses not excluded: Nothing in this Agreement limits or excludes either party’s liability for or in respect of: (a) a death or personal injury caused by that party’s negligence; or (b) any fraud or for any sort of liability that, by law, cannot be limited or excluded; (c) any indemnity given by it under this Agreement
No Implied Terms: The express undertakings and warranties given by the Parties in this Agreement are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way. All of these are excluded to the fullest extent permitted by law.
Shpping and Delivery: In all instances the costs related to the shipping of goods by BioPixS to the customer shall be paid by the customer. Unless specific instructions are provided by the customer in the Purchase Order (name of carrier and account number), BioPixS shall designate a carrier and add the delivery costs to the client’s invoice. No insurance coverage for goods in transit will be subscribed by BioPixS. Delivery of the Goods or Deliverable shall take place when (a) the Company takes possession of the Goods or Deliverable at BioPixS’S address; or (b) the Company takes possession of the Goods at the Company’s address whichever occurs first.
In the event that the Goods are delivered by BioPixS’S to the Company’s nominated carrier when the Company’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Company’s agent.
All risk shall pass to the Company on delivery
Payment Terms: All applicable taxes and shipping fees are in addition to the amounts specified herein. All amounts quoted in the Quotation are in Euro unless otherwise stated and do not include insurance, taxes or any other payment fees. For bank transfer/wire payments, all payments must be processed in Euro. For amount greater than or equal to 5000€, 50 % advance payment will be paid at the sales order/purchase order and the remainder before shipping of the product. For amount less than 5000€, 100% advance payment will be paid at the sales order/purchase order. Unless stated otherwise in this quotation, any amount will be due within 30 days of the invoice date. (b) Should the client fail to pay when due any of the sums,Interest on any late payment shall accrue on that amount, from the due date to the date of payment in full, at the rate of 18 % per cent per annum. The invoice will be released when the order is shipped.
Governing Law: This sales order shall be governed and sonstrued in accordance with the applicable laws of Ireland.
Intellectual Property: This Agreement does not affect the ownership of any Intellectual Property and same shall remain the property of the party that contributes it (or its licensors)
Delays: BioPixS shall notify the customer in case of delay or expected delay in the delivery of the product. Such notification shall contain information on the cause of the delay.
Termination
Force Majeure: If performance of a material obligation of either Party under this Agreement is prevented by any Event of Force Majeure for a continuous period of 60 calendar days then either party shall be entitled upon Notice to the other party to immediately terminate this Agreement.
Default: Either party (each a “terminating party”) may terminate this Agreement forthwith upon Notice to the other party (each a “defaulting party”) to that effect if any of the following events occur in respect of the defaulting party: (a) where the Company fails to pay any amount due from it under the Agreement within 30 calendar days of the due date; (b) the defaulting party fails to comply with any obligation on its part under this Agreement (other than, in the case of the Company clause 6.2(a)) and either that failure is not susceptible to remedy or, if it is susceptible to remedy, it is not remedied within 30 calendar days of Notice having been given by the non-defaulting party to the defaulting party requiring that failure to be remedied. (c) The defaulting party is unable to pay its debts as they fall due, or is the subject of examinership, insolvency, dissolution or winding up proceedings.
Consequences of Termination: On the termination of this Agreement (a) the Company shall (i) pay BioPixS for the Goods and /or Services provided prior to termination and (ii) the Company shall reimburse BioPixS for any costs committed by BioPixS in connection the Goods or Services at the date of termination;.
Accrued Rights: Termination of this Agreement shall not affect any rights of the Parties accrued up to the date of termination.
Export License: Each party shall adhere to all applicable export laws and regulations administered by Ireland and the EU. End-user statement: In order to complete BioPixS Export application, an end-user statement from the client is required.
This quotation is conditional to the issuance of permits, approvals and/or appropriate licenses for the export or import of any products or goods necessary or useful for the furnishing of the above-mentioned items.
This quotation is intended to be for a final sale, any reselling of BioPixS products in any form including but not only remodelling and reengineering is prohibited, unless stated otherwise with a written approval by BioPixS.
By accepting this quote you also accept receiving occasionally commercial email communications from the Company. You can decide to interrupt the reception of emails by sending an email to sales@biopixstandards.com.

© 2024 Confidential. All rights reserved. This document, including the information contained is confidential. No part of this document may be reproduced, stored in a retrieval system or transmitted in any from or by any means whatsoever, including recording, photocopying, faxing, etc., without the prior written approval of BioPixS. Sales Terms and Conditions shall apply to sales orders issued by BioPixS Ltd.