CONSIGNMENT TERMS AND CONDITIONS
1. Delivery. At no cost to Customer, LTC will deliver the Consignment Product to Customer on a mutually agreed date or as soon as reasonably feasible
thereafter for Customer to evaluate during the Consignment Period.
2. Title to Consignment Product. All right, title and interest in and to the Consignment Product shall remain with LTC unless and until Customer
purchases the Consignment Product.
3. Technical and Service Support. During the Consignment Period, at its discretion and at no charge to Customer, LTC may provide Customer with
reasonable technical support and repair and maintenance service for the Consignment Product. However, Customer shall be responsible for the cost of
repairs for defects resulting from misuse, neglect, or accident, including without limitation: operation with incompatible solvents or samples in the system;
operation outside of the environmental or use specifications or not in conformance with the instructions for the instrument system, software, or
accessories; improper or inadequate maintenance by the user; installation of software or interfacing, or use in combination with software or products, not
supplied or authorized by LTC; modification or repair of the product not authorized by LTC; relocation or movement of the instrument by buyer or by
any third party not acting on behalf of LTC; or intrusive activity, including without limitation computer viruses, hackers or other unauthorized interactions
with instrument or software that detrimentally affects normal operations. Furthermore, Customer shall be responsible at its expense for replacing parts in
contact with any liquid, including, but not limited to seals, filters, gaskets, shearing assembly, valve, syringe, syringe adapter, and output tube, if any.
4. Customer’s Duties. After receipt of the Consignment Product until Customer obtains title to the Consignment Product or returns it to LTC,
Customer shall: (i) not transfer the Consignment Product from the Product Location specified above without the prior written consent of LTC; (ii) keep
the Consignment Product free of all security interests, liens and other encumbrances; (iii) exercise due and proper care in the operation and use of the
Consignment Product; (iv) be solely responsible and liable for, and bear, all risk of, and pay or reimburse LTC for all costs arising from, theft or other loss
of, or destruction or damage to, the Consignment Product from any and every cause whatsoever, from delivery to Customer until returned to LTC except
to the extent such damage or loss is caused by the negligence of LTC; (v) permit LTC access to Customer's premises to inspect the Consignment Product
and to permit LTC to provide Customer with technical support or maintenance or repair service on the Consignment Product, upon reasonable advance
notice and subject to Customer’s reasonable confidentiality, security and health and safety requirements; and (vi) insure the Consignment Product against
loss, theft, and damage. If requested, Customer will furnish LTC with a certificate of insurance evidencing such insurance coverage.
5. Return of Consignment Product. Promptly after expiration or termination for whatever reason of this Agreement, or if Customer does not elect to
purchase the Consignment Product before the end of the Consignment Period, at LTC’s cost and in compliance with reasonable instructions by LTC.
Customer shall return the Consignment Product to LTC or permit LTC to pick up the Consignment Product, at LTC’s election. Prior to returning the
Consignment Product, Customer will obtain from LTC a return authorization number. Prior to return, Customer will fully clean the Consignment
Product and decontaminate it of radioactive, biological, toxic and other dangerous or hazardous materials or substances and, if requested by LTC, will
submit to LITC a completed decontamination form. If Customer does not return the Consignment Product after this Agreement ends, this Agreement
will automatically renew on a month-to-month basis until Customer returns to or purchase the Consignment Product from LTC (each a “Renewal Rental
Term”). LTC will invoice Customer for, and Customer agrees to pay, the Monthly Renewal Rental Fee for Renewal Rental Term. If at any time during
such Renewal Rental Term Customer opts to purchase the Consignment Product, the total Monthly Renewal Fee paid by Customer will be credited against
the Consignment Product’s Purchase Price, provided, however, that such credit shall not exceed the Consignment Product’s Purchase Price.
6. Label License; Software License. Customer shall use the Consignment Product in accordance with any LTC’s applicable limited use label license. If
software is provided or used with the Consignment Product, Customer’s use of such software is subject to the terms of this Agreement and the applicable
LTC’s software license.
7. DISCLAIMERS. THE CONSIGNMENT PRODUCT IS DELIVERED TO CUSTOMER “AS IS,” WITHOUT WARRANTY OF ANY
KIND, NATURE OR DESCRIPTION, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer must use the Consignment Product in accordance with
LTC’s instructions. Unless LTC states otherwise in its documentation or label license for the Consignment Product, LTC does not submit the
Consignment Product for regulatory review by any government body or other organization, and LTC does not validate it for clinical, therapeutic or
diagnostic use, for safety and effectiveness, or for any other specific use or application. Customer is solely responsible for making sure that the way
Customer uses the Consignment Product complies with applicable laws, regulations and governmental policies. Customer must obtain all necessary
approvals and permissions Customer may need. It is solely Customer’s responsibility to make sure the Consignment Product is suitable for Customer’s
particular use.
8. Limitation on Liability. Neither Party shall be liable for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but
not limited to, lost profits, even if such Party has knowledge of the possibility of such damages. Nothing in this Agreement shall limit or exclude any
liability of a Party that may not be limited or excluded by law.
9. Term, Termination. The term of this Agreement begins on the Effective Date and expires on the day the Consignment Period ends unless earlier
terminated by either Party for any reason or for no reason upon 30-day written notice to the other Party. This sentence and Sections 2, 5, 6, 7, and 8 shall
survive the termination of this Agreement.
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