General conditions
of sale

General
By placing an order, the “Customer” acknowledges these General Terms and Conditions of Vixen Biosystems BV (“Vixen Bio”). These Terms of Sale govern the supply of goods and services by Vixen Bio to the Customer. Except for any special terms and conditions set out in a quotation submitted by Vixen Bio to the Customer, these General Conditions of Sale supersede all prior representations, advice, supervision, assistance and agreements given by Vixen Bio or its employees, agents, transport contractors or representatives and override any inconsistent terms, unless agreed to in writing by Vixen Bio.

Offer/Confirmation
All offers and quotations are valid for 30 days from receipt by Customer, unless stated otherwise. Orders are only confirmed by Vixen Bio by issuing an order confirmation. In case of immediate delivery, orders are accepted by Vixen Bio by issuing appropriate invoices.

Documents
All specifications given in Vixen Bio’s catalogs, brochures, technical data, and comparable documentation, as well as documents accompanying offers, quotations and order confirmations like pictures, drawings, measures, weights, power, dissipation figures and other details are for information purposes only.

Prices, Packaging, Insurance
All prices mentioned exclude shipping, taxes and duties. Deliveries are made “Delivered At Place” (DAP, Incoterms). Transport costs, taxes and duties will be charged to the customer. For the sake of clarity this may be further specified in the quotes provided. Value added (VAT) and similar taxes are charged by Vixen Bio unless exempted on legal ruling, in addition to all other costs complying with regulations set forth on the time and place of delivery or fulfilling the order agreement. 

Transfer of Risk
The risk is transferred from Vixen Bio to Customer according to agreed terms of delivery. In case of no agreement set forth, the risk is transferred when Goods are transferred to first shipping agent acting on behalf of Customer. This is still valid for partial shipments or if Vixen Bio is also bearing other costs like shipping costs, expedition or mounting. If shipment of Goods is delayed resulting from causes not produced by Vixen Bio, risk is transferred with Vixen Bio declaration of the readiness of Good’s shipment. 

Date and Time of Delivery
All information about dates of delivery is based on conditions present at that moment. If conditions change later Vixen Bio reserves the right to adjust dates of delivery mentioned before. The start of the time of delivery is the day all necessary conditions to fulfill the order are explicitly stated, all necessary documentation is received by Vixen Bio from Customer, all permits and other allowances have been granted, all agreed payments have been received by Vixen Bio, and the order confirmation has been sent to the Customer. Agreed time of delivery may be adjusted by Vixen Bio if Customer fails to fulfill any points agreed. Any changes to the order requested by Customer may change the time of delivery. Time of delivery is matched, if the Goods are transferred within that period to the first shipping agent acting on behalf of Customer or Vixen Bio declares Goods’ readiness for shipment to the Customer. Partial shipments are permitted. Delivered Goods must be accepted by the Customer even if they are bearing minor defects. Time of delivery is matched in that case also. 
If shipment of Goods is delayed due to reasons not being controlled by Vixen Bio like force majeure, strike, trouble, severe faults in major parts, sabotage, delays in Vixen Bio’s supplies of major parts or missing governmental permits, time of delivery is also prolonged considerably. All Customer’s claims or retreats are denied in this case. The same applies if these disturbances occur during the already prolonged time of delivery.

Terms of Payment
Full and complete payment for the full invoice amount is due and payable at the offices of Vixen Bio, Admiraal de Boisotstraat 22/101, 2000 Antwerpen, Belgium, within fourteen (14) days from the date of the invoice. The invoice is sent at the moment of shipment.
Payments must be received by Vixen Bio on the day agreed without any deductions (fees etc.). All costs arising due to payments by check or similar means are borne by the Customer. Actual day of payment is the day Vixen Bio can use money transferred, so that the day of the acceptance of a check is not the day of payment. Payments must not be held back in any case by Customer. Claims Customer has against Vixen Bio may not be deducted by Customer at any time. 
If payment is not made within fourteen (14) days from the invoice date, both parties agree that Vixen Bio shall be entitled to interest on all sums due and owing at the rate of twelve per cent (12%) per annum. If the customer is late on payment, Vixen Bio reserves the right to suspend warranties and support. If one payment is or has been overdue, all outstanding and future invoices become immediately due.
In the event Vixen Bio is required to obtain legal counsel concerning collection or any other matter with regard to the goods or amounts set forth in the invoice, the prevailing party in any such action shall be entitled to a full award of all attorney’s fees and costs, at all levels including appellate. Vixen Bio may then also stop any work for the Goods or Services ordered and may adjust time of delivery. 
If Vixen Bio learns about any disadvantageous property conditions of Customer, Vixen Bio may request Customer to furnish security for Vixen Bio’s performance. If Customer fails to furnish securities, Vixen Bio may cancel order agreement partially or totally and claim action for damages. If delivery, assembly or installation is delayed without Vixen Bio’s blame, all payment must be carried out to the dates agreed to.

Reservation of Property and Use Restrictions
Vixen Bio retains full legal ownership of all products delivered to the Customer until all associated invoices and payments have been paid in full. In the event of late payment, Vixen Bio reserves the right to reclaim the products immediately, without prior notice. Repossession of products does not cancel the underlying agreement, and the Customer remains liable for all agreed payments.
Until full payment is received and ownership is transferred, the Customer is strictly prohibited from selling the products, using them as collateral, or permitting any third-party claims. If a public authority or third party attempts to seize the products, the Customer must notify Vixen Bio immediately.
During the period in which Vixen Bio retains ownership, the Customer must insure the products against standard risks, including theft, fire, water damage, or breakage. If the Customer fails to do so, Vixen Bio may procure insurance and invoice the Customer accordingly. Where local regulations require formalities to secure Vixen Bio’s ownership rights, the Customer is responsible for ensuring compliance to protect Vixen Bio’s title.
The Customer shall not employ Vixen Bio’s products—whether in whole or in part—for the design, manufacture, optimization, or provision of goods, services, or intellectual property, including on behalf of or for the benefit of any third party, unless expressly authorized in writing by Vixen Bio. No institution, whether academic, public, or private, may use Vixen Bio’s products to conduct work for external entities that would otherwise fall within Vixen Bio’s commercial scope. In the event of any such use, the Customer shall promptly notify Vixen Bio and enter into good faith negotiations to establish appropriate co-ownership, licensing, or commercial terms that reflect the value of Vixen Bio’s contribution. Failure to notify Vixen Bio or enter into such negotiations in a timely manner shall entitle Vixen Bio to seek injunctive relief and to claim a fair share of any revenue or commercial benefit derived from the unauthorized use.
In any instance where the Customer uses, integrates, consumes, or otherwise relies upon Vixen Bio’s products—including but not limited to devices, consumables, software, or components—for the development, manufacture, or derivation of other goods, systems, or intellectual property, Vixen Bio shall acquire a co-ownership interest in the resulting outputs. This co-ownership shall be proportionate to the material or functional contribution of Vixen Bio’s products to the final result. The Customer shall not assert sole ownership over such outputs without first notifying Vixen Bio and entering into good faith negotiations to establish either formal co-ownership or a license agreement on commercially reasonable terms. Until such arrangements are finalized, the Customer shall hold any related goods, intellectual property, and associated revenue in constructive trust for Vixen Bio, and shall, without charge, maintain, safeguard, and store such goods on behalf of Vixen Bio.

Cancellation, Hold, or STOP-Work Notices
Customer may send Vixen Bio a cancellation, hold, stop-work, or similar notice at any time applicable to any unshipped portion of any order, and such notice will be accepted by Vixen Bio subject to the following conditions: Any cancellation, hold, stop-work, order cancellation threat or similar notice shall be treated as a cancellation notice if and when, in the opinion of Vixen Bio, circumstances warrant such treatment.
Customer shall pay a cancellation charge specified by Vixen Bio which shall include adjustment of the billing price to Vixen Bio’s established price applicable to the quantity actually delivered, and may include, among other things, all costs, both direct and indirect, incurred and committed, including but not limited to engineering and design services; and Vixen Bio will be under no further obligation with respect to filling the order to which such notice applies.

Force Majeure
Vixen Bio shall not be under any liability whatsoever to Customer for non-delivery or delay in delivery products/services directly or indirectly caused by unforeseen circumstances or resulting from a natural disaster, epidemic, outbreak of hostilities (whether or not war is declared), insurrection, riot, civil disturbance, terrorism, Government Act or regulation, fire, flood, explosion, production delays, accident, theft, climatic conditions, shortage of material, strike, lockdown, lockout or trade dispute (whether Vixen Bio’s or another party’s employees) or other cause beyond Vixen Bio’s reasonable control. In the event of any deliveries/services being suspended or delayed on account of any such aforementioned event or circumstances the period of the contract shall be correspondingly extended or, if deliveries/services are suspended for six months or more, Vixen Bio may at its option, exercisable by notice in writing to Customer, cancel the contract with respect to any undelivered products/services without liability. In the event of cost increases resulting from force majeure events, Vixen Bio reserves the right to adjust product prices accordingly. 

Use of the Product
The use of the delivered products, including the device and any associated supporting product or consumable, is strictly limited to internal operations of the Customer. The product is intended strictly for Research Use Only (RUO) and is not to be used for diagnostic or therapeutic procedures.
It is expressly prohibited to utilize these products for any subcontracting purposes or to offer commercial services to third parties that are similar in nature to those offered by Vixen Bio, including but not limited to analytical services, diagnostics, or production. Any deviation from this restriction, including the sale or provision of services utilizing the product to external parties, requires prior written approval from Vixen Bio. Any unauthorized use will constitute a material breach of these Terms and Conditions.
These Terms constitute the entire agreement between the parties, and Customer may not transfer its ownership without prior written consent of Vixen Bio.

Warranty
Warranty claims of the Customer presuppose that the Customer has duly performed its obligations to carry out an inspection and to notify defects. Warranty coverage is contingent upon documented adherence to Vixen Bio’s recommended maintenance procedures.
Claims based on defects become barred by limitation 12 months after the goods have been shipped to the Customer. Warranty claims are subject to the Vixen Bio Warranty Statement. This does not apply to any intentional breach of duty and/or to claims for damages. No warranty claims exist in the case of natural wear or tear or in the case of damage caused after the passing of the risk as a result of faulty or negligent treatment, unsuitable storage, mishandling or exceptional external influences which are not assumed under the purchase. 
Vixen Bio has the choice, at its sole discretion, to either repair or replace any Product that contains an alleged Defect. If such repair fails or the replacement is defective too, the customer has the right to either claim for a reasonable reduction of the purchase price or to cancel the purchase contract and to return the Product(s) in question, in which case, Vixen Bio shall refund to the Customer the purchase price of the Products (or, to the extent applicable a proportion of the purchase price). Such repair, replacement or refund shall be the sole remedy of the Customer for any breach of the warranties set out in this clause. Warranty coverage includes a response time of five (5) business days for all technical support queries, with commercially reasonable efforts to resolve issues promptly.

Customer’s Solvency
Customer’s order shall constitute a representation that Customer is solvent, and Vixen Bio is relying upon such representation. If Vixen Bio at any time reasonably believes that Customer is insolvent or that Customer’s credit is impaired, Customer shall be in material breach hereof and Vixen Bio may, without liability to Customer, withhold performance hereunder, change the payment terms including without limitation declaring all amounts to be immediately due and payable, and/or repossess products previously delivered.

Vixen Bio’s Damages
If Customer wrongfully rejects or revokes acceptance of products/services covered hereby, or fails to make any payment when due, or repudiates this order, Vixen Bio shall have all the rights and remedies provided by law and, without limitation of the foregoing, may recover as damages, where permitted by applicable law, the price including a late payment or interest charge from due date at one and one-half percent (1-1/2%) per month on the unpaid balance, but not to exceed the maximum rate of interest permitted by law, and any costs of collection, including reasonable attorney’s fees. As to all partially manufactured products, Vixen Bio may, at its option complete their manufacture, and hold Vixen Bio responsible for their price. Upon recovery of the price, the products shall become the property of Customer.

Liabilities
Any liability for personal, material or financial damages (arising from any legal grounds whatsoever) is accepted by Vixen Bio only to the extent covered by the existing insurance (third party liability insurance) taken out by Vixen Bio and only in the case of deliberate action or gross negligence. Liability for consequential damages, loss of revenue, profits, or earnings and other indirect loss or damage is excluded. Customer shall indemnify and hold Vixen Bio harmless from third-party claims arising out of the misuse or unauthorized modification of the products.

Export Laws
Vixen Bio’s obligations are subject to the export administration and control laws and regulations of the European Union. Customer shall comply fully with such laws and regulations in the export, resale or disposition of products. 
Quotations or proposals made, and any orders accepted by Vixen Bio are with the understanding that the ultimate destination of the products is the country indicated therein. Diversion of the products to any other destination contrary to European law is prohibited. Accordingly, if the foregoing understanding is incorrect, or if Customer intends to divert the products to any other destination, Customer shall immediately inform Vixen Bio of the correct ultimate destination. Customer agrees to indemnify Vixen Bio against any penalties or claims arising from export law violations attributable to Customer actions.

Applicable Law
This sale is governed by the laws of Belgium. Any dispute that cannot be resolved amicably shall be referred to and finally resolved by arbitration under the CEPANI rules, with the place of arbitration in Brussels and the proceedings conducted in English.