HYGIENA
™ STATMEDIA™ SOLUBLE PACKETS LIMITATION OF WARRANTY AND LIABILITY
USE OF STATMEDIA™ SOLUBLE PACKETS CONSTITUTES AN ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS LIMITATION OF
WARRANTY AND LIABILITY. StatMedia™ soluble packets should not be used for human diagnostic or human treatment purposes or as the sole basis
for assessing the safety of products for release to consumers. Use for research and development, quality assurance and quality control under supervision
of technically qualified persons. Any additional or different terms in Buyer’s purchase form(s) are material alterations and hereby rejected.
1. StatMedia™ soluble packets are warranted to meet standard specifications in effect on the date of shipment. User assumes all risk and liability resulting
from use of the StatMedia™ soluble packets, whether used singly or in combination with other products. HYGIENA MAKES NO OTHER WARRANTY,
EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING.
2. HYGIENA OR ITS AFFILIATES, DISTRIBUTORS, ITS LICENSORS OR REPRESENTATIVES SHALL HAVE NO LIABILITY TO CUSTOMER/USER
OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER
COMMERCIAL OR ECONOMIC LOSS EVEN IF CAUSED BY THE NEGLIGENCE OF HYGIENA OR ITS REPRESENTATIVES AND/OR IF HYGIENA
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR IF THEY ARE FORESEEABLE. The sole and exclusive remedy of
customer/user, and the sole and exclusive liability of Hygiena its affiliates, distributors, licensors or representatives for any and all claims, including breach
of warranty, tort, contract, strict liability, negl
igence or otherwise shall be limited to the refund the purchase price or replacement the StatMedia™ soluble
packets at Hygiena
’s option. The maximum liability of Hygiena, its affiliates, distributors, and licensors shall not exceed in the aggregate the amount
equal to the purchase price of the StatMedia™ soluble packets for which damages are claimed. Customer/user shall notify Hygiena of any claim within
thirty (30) days thereof and shall commence any action against Hygiena within one (1) year of the cause of action or otherwise be barred from any
remedy.
0615
BAX® System
SOFTWARE LICENSE AGREEMENT
IMPORTANT NOTE
: CAREFULLY READ THIS LICENSE BEFORE USING THE BAX® SYSTEM. YOUR INSTALLATION AND/OR USE OF THE BAX®
SYSTEM INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AND AGREE TO ITS TERMS. IF YOU DO NOT AGREE,
CONTACT THE SELLER FOR THE RETURN OF THE BAX® SYSTEM WITHIN 10 DAYS OF THE DATE OF PURCHASE TO ARRANGE FOR RETURN
OF THE SYSTEM OR SOFTWARE, AS APPLICABLE, AND A REFUND OF THE PURCHASE PRICE LESS SHIPPING COSTS. BAX® SYSTEM
SOFTWARE IS PROVIDED UNDER THE FOLLOWING LICENSE, WHICH DEFINES WHAT YOU MAY DO WITH IT AND CONTAINS LIMITATIONS
ON WARRANTIES AND/OR REMEDIES. THIS LICENSE IS GRANTED BY QUALICON DIAGNOSTICS LLC, A HYGIENA™ COMPANY (“HYGIENA”).
1.
In return for your use of the BAX® System Software, which is protected by copyright, trade secret, and other intellectual property laws domestically
and internationally, Hygiena grants to Customer a non-exclusive, non-transferable right to use one (1) copy of the BAX® System software on one (1)
BAX® System or its associated CPU for the purpose of microbial detection in the fields of food/water testing and industrial microbiology only and
subject to the following conditions. This license does not include the right to upgrades, updates or other enhancements to the BAX® System software,
except and unless provided by Hygiena. All title and intellectual property in and to the BAX® System software and the accompanying printed materials
are owned by Hygiena. This License confers no title or ownership in the BAX® System software, any associated source code or in any other
intellectual property of Hygiena. Customer agrees not to disassemble, decompile, decrypt, or reverse engineer the BAX® System software except, and
only to the extent, where permitted by applicable law, which permission cannot be contractually waived. BAX® System software may not be exported in
violation of U.S. export restrictions. BAX® System software is delivered and licensed as "Commercial Computer Software" as defined in DFARS
252.227-7014 (June, 1995) or as or as a "commercial item" as defined in FAR 2.101(a),"Restricted Computer Software" as defined in FAR 52.227-19
(June 1987) (or any equivalent agency regulation or contract clause), as appropriate. Customer agrees that it has only those rights provided for such
Software by the applicable FAR or DFARS clause or the BAX® System software terms in this Agreement. Limitations of Warranties and Liability shall
continue in force even after any termination.
2.MATLAB® is deployed with the BAX® System and governed by one or more agreements between Hygiena and MathWorks. License agreement files
(MathWorks or Third-
Party) that are included with the MCR Libraries (“MCR Library License”) may not be modified or removed.
3.
Jurisdiction
: The laws of the State of Delaware will be used to govern, construe, and enforce the rights and duties of the parties arising out of or
relating in any way to the subject matter of this Agreement and the courts of Delaware shall have exclusive jurisdiction. Sale of BAX® System software
shall not be governed by the U.N. convention on Contracts for the International Sale of Goods.
4.
Transfer
: This Agreement is not assignable or transferable, in whole or in part, except with the written consent of Hygiena.
5.
Limitation of Liability
. Hygiena warrants that for a period of 60 days from the date of first date of use by the Customer, BAX® System software will
be free from defect in materials and workmanship and that the BAX® System software will substantially perform in accordance with the accompanying
BAX® System software documentation. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, HYGIENA MAKES NO OTHER REPRESENTATION OR
WARRANTY, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AGAINST INFRINGEMENT, ANY
WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OF
TRADE, OR COURSE OF DEALING OR THAT USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL
OBLIGATIONS OR LAWS OR REGULATIONS.
6.
CUSTOMER ASSUMES ALL RISKS IN USING THE BAX® SYSTEM (AND/OR DATA SHARING SYSTEM) AND HYGIENA OR ITS AFFILIATES,
DISTRIBUTORS, LICENSORS OR REPRESENTATIVES SHALL HAVE NO LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT
LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS EVEN IF CAUSED
BY THE NEGLIGENCE OF HYGIENA OR ITS REPRESENTATIVES AND/OR IF HYGIENA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND/OR IF THEY ARE FORESEEABLE.
7.
THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER, AND THE SOLE AND EXCLUSIVE LIABILITY OF HYGIENA, ITS AFFILIATES,
DISTRIBUTORS, LICENSORS OR REPRESENTATIVES FOR ANY AND ALL CLAIMS, INCLUDING BREACH OF WARRANTY, TORT, CONTRACT,
STRICT LIABILITY, NEGLIGENCE OR OTHERWISE SHALL BE LIMITED TO THE FOLLOWING: Should the software fail during the warranty period,
Hygiena will replace it free of charge. The maximum liability of Hygiena, its affiliates, distributors, licensors and representatives, and whether or not
based on negligence, shall not exceed in the aggregate the greater of: the amount paid by Customer for the software (if separately licensed) or two
thousand dollars ($2,000.00USD). Customer shall notify Hygiena of any claim within thirty (30) days thereof and shall commence any action against
Hygiena within one (1) year of the cause of action or otherwise be barred from any remedy. Hygiena shall not be responsible for cost, loss or liability
that arises from Customer’s operation of its business, and Customer agrees to indemnify, defend and hold Hygiena and affiliates, distributors, licensors
and representatives harmless from such cost, loss or liability.
Hygiena
