Terms and Conditions

Welcome to Seradiag!

These terms and conditions outline the rules and regulations for the use of Seradiag Ltd's Website, located at https://seradiag.co.uk.

By accessing this website, we assume you accept these terms and conditions. Do not continue to use Specialists in Biospecimens if you do not agree to take all of the terms and conditions stated on this page.

Cookies:

The website uses cookies to help personalize your online experience. By accessing Specialists in Biospecimens, you agreed to use the required cookies.

A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.

We may use cookies to collect, store, and track information for statistical or marketing purposes to operate our website. You have the ability to accept or decline optional Cookies. There are some required Cookies that are necessary for the operation of our website. These cookies do not require your consent as they always work. Please keep in mind that by accepting required Cookies, you also accept third-party Cookies, which might be used via third-party provided services if you use such services on our website, for example, a video display window provided by third parties and integrated into our website.

License:

Unless otherwise stated, Seradiag Ltd and/or its licensors own the intellectual property rights for all material on Specialists in Biospecimens. All intellectual property rights are reserved. You may access this from Specialists in Biospecimens for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

• Copy or republish material from Specialists in Biospecimens

• Sell, rent, or sub-license material from Specialists in Biospecimens

• Reproduce, duplicate or copy material from Specialists in Biospecimens

• Redistribute content from Specialists in Biospecimens

This Agreement shall begin on the date hereof.

Parts of this website offer users an opportunity to post and exchange opinions and information in certain areas of the website. Seradiag Ltd does not filter, edit, publish or review Comments before their presence on the website. Comments do not reflect the views and opinions of Seradiag Ltd, its agents, and/or affiliates. Comments reflect the views and opinions of the person who posts their views and opinions. To the extent permitted by applicable laws, Seradiag Ltd shall not be liable for the Comments or any liability, damages, or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

Seradiag Ltd reserves the right to monitor all Comments and remove any Comments that can be considered inappropriate, offensive, or causes breach of these Terms and Conditions.

You warrant and represent that:

• You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;

• The Comments do not invade any intellectual property right, including without limitation copyright, patent, or trademark of any third party;

• The Comments do not contain any defamatory, libelous, offensive, indecent, or otherwise unlawful material, which is an invasion of privacy.

• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant Seradiag Ltd a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats, or media.

Hyperlinking to our Content:

The following organizations may link to our Website without prior written approval:

• Government agencies;

• Search engines;

• News organizations;

• Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and

• System-wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications, or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party's site.

We may consider and approve other link requests from the following types of organizations:

• Commonly-known consumer and/or business information sources;

• Dot.com community sites;

• Associations or other groups representing charities;

• Online directory distributors;

• Internet portals;

• Accounting, law, and consulting firms; and

• Educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Seradiag Ltd; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Seradiag Ltd. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name; or

• By use of the uniform resource locator being linked to; or

• Using any other description of our Website being linked to that makes sense within the context and format of content on the linking party's site.

No use of Seradiag Ltd's logo or other artwork will be allowed for linking absent a trademark license agreement.

Content Liability:

We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that are raised on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Reservation of Rights:

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website:

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links, but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct. We do not warrant its completeness or accuracy, nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer:

To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• Limit or exclude our or your liability for death or personal injury;

• Limit or exclude our or your liability for fraud or fraudulent misrepresentation;

• Limit any of our or your liabilities in any way that is not permitted under applicable law; or

• Exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

SD001/20240513V1

SD001 - Terms and Conditions

1. Interpretation

1.1 Definitions:

Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours means the period from 08:30am to 5.00 pm on any Business Day.

Conditions means the terms and conditions set out in this document as amended from time to time in

accordance with clause 15.5.

Contract means the contract between Seradiag and the Customer for the sale and purchase of the

Products and/or Services in accordance with these Conditions.

Customer means the person or firm who purchases the Products and/or Services from Seradiag.

Deliverables produced by Seradiag for the Customer through the provision of the Services.

Force Majeure Event means an event, circumstance or cause beyond a party's reasonable control.

Seradiag means Seradiag Ltd (registered in England and Wales with company number

14428934) whose registered office is 128 City Road, London, EC1V 2NX, United Kingdom,

Order means the Customer's order for the Products, and/or Services as set out in the Customer's purchase order form or the Customer's written acceptance of Seradiag's quotation, as the case may be.

Premises Seradiag, Bio-Innovation Centre, 25 Cambridge Science Park, Cambridge, CB4 0FW, UK or such other location as Seradiag may notify the Customer.

Product means the products (or any part of them) set out in the Order.

Sales Order Seradiag’s formal document issued once an Order has been accepted.

Services means the services, including the Deliverables, supplied by Seradiag to the Customer as

further set out in the Order and/or the Specification.

Specification means the specification for the Products and/or Services, provided by Seradiag within

the quotation prior to the Order or such other Customer Product Specification that is agreed and signed by

both parties.

1.2 Interpretation:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A

reference to legislation or a legislative provision includes all subordinate legislation made under that

legislation or legislative provision.

1.2.4 Any words following the terms including, include, in particular, for example or any similar expression

shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 A reference to writing or written excludes fax and email.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose

or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Products and/or Services in accordance with

these Conditions. The Customer is responsible for ensuring that the terms of the Order, any applicable

Specification and the Sales Order are complete and accurate and in the case of the Specification, fit for the

Customer’s intended purpose. Should either the Order, Specification or Sales Order concern any

inaccuracies or is incomplete, then the Customer must notify Seradiag within 24 (twenty-four) hours

of receipt, failing which the Customer agrees to the contents.

2.3 The Order shall only be deemed to be accepted when Seradiag issues the Sales Order, at which

point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or

contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Should the Customer, upon placing the Order provide any other terms and conditions that are inconsistent with these Conditions, then unless otherwise confirmed by Seradiag in writing, Seradiag

formally rejects these terms and conditions.

2.6 Any samples, drawings, descriptive matter or advertising produced by Seradiag and any descriptions or illustrations contained in Seradiag's catalogues, brochures or marketing materials are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.

2.7 A quotation for the Products and/or Services given by Seradiag shall not constitute an offer. A

quotation shall only be valid for a period of 7 (seven) Business Days from its date of issue, unless stated otherwise in the quotation document provided.

2.8 Upon Seradiag issuing the Sales Order to the Customer, the Customer understands and accepts

that they are unable to cancel or amend the Order without the prior consent of Seradiag. Any consent provided by Seradiag may be subject to the Customer paying costs for materials and work incurred up until that point.

3. Products

3.1 The Products supplied by Seradiag where possible are described in the Specification outlined within the quotation. Alternatively, a Seradiag Customer Product Specification that has been agreed by Seradiag and the Customer may be enacted when signed by both Parties It is the Customers

responsibility to ensure that the Products are fit for the Customers purpose.

3.2 Should the Customer require Products that contain certain properties, then the Customer must provide full details to Seradiag at the point of placing an Order. For the avoidance of doubt, Seradiag

are under no obligation to accept any order for Products that contain such properties.

3.3 To the extent that the Products are to be procured, collected, processed, provided or manufactured in accordance with the Specification supplied by the Customer, the Customer shall indemnify Seradiag against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Seradiag in connection with any claim made against Seradiag for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Seradiag’s use of the Specification. This clause 3.3 shall survive termination of the Contract.

3.4 No Products provided by Seradiag are permitted for use In vivo

3.5 Seradiag reserves the right to amend the Specification if required by any applicable statutory or

regulatory requirement, and Seradiag shall notify the Customer in any such event.

4. Delivery

4.1 Unless otherwise agreed in writing, all Products are delivered Ex works (Incoterms 2020) to Seradiag’s Premises unless stated otherwise within the Quotation. If it is the position that an alternative Incoterm is agreed, in the event of a conflict between the Incoterm used and the provisions of this Contract, the terms of this Contract shall prevail.

4.2 Seradiag shall ensure that each delivery of the Products is accompanied by certificate of analysis as well as a delivery note that shows the date of the Order, the type and quantity of the Products (including the code number of the Products, where applicable) and special storage instructions (if any).

4.3 Further to clause 4.2, should the Customer require any specific and/or specialist documentation that may be required for import/export or other regulatory purposes of the Products, the Customer must provide sufficient details to Seradiag upon placing the Order. Seradiag offer no guarantee that such documentation can be provided however, they will provide reasonable co-operation in assisting the Customer accordingly. Where such documentation can be supplied by Seradiag, then Seradiag

reserve the right to charge the Customer an additional fee to cover the cost.

4.4 Where Products are shipped on dry ice the Customer understands that delays in transit may result in the dry ice diminishing, however, this is at the risk of the Customer, as further confirmed in clause 6.1. Such delays are outside of the control of Seradiag. Once the Product leaves the Premises, it is the Customer’s responsibility to correspond with the transit / courier provider to ensure timely delivery. If the Customer becomes aware of a delay, then they should immediately notify Seradiag. If necessary, Seradiag can request a dry ice top up for the Products, however, if upon receipt by the Customer of the Products, those Products arrive thawed, as a result of delays in transit, then Seradiag are not responsible for such delays.

4.5 Unless otherwise agreed, Seradiag shall arrange for the Products to be delivered to the location set out in the Order or such other location as the parties may agree at any time after Seradiag notifies the Customer that the Products are ready. Where it is agreed that Products are to be delivered to the premises of Seradiag for storage, the Customer understands and accepts that these Products are stored at the Customers risk and it is up to the Customer to arrange appropriate insurance to cover such Products.

4.6 Delivery is completed on the completion of loading of the Products at Seradiag’s Premises. However, where it has been agreed that the Products are to remain stored at Seradiag’s Premises then delivery is completed upon Seradiag receiving the Products.

4.7 The Customer acknowledges and understands that they are solely responsible for payment of any and all taxes, charges, levies, duties, assessments and any other fees in respect of the purchase, sale, importation, exportation or distribution of the Products, sold to them by Seradiag.

4.8 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Seradiag shall not be liable for any delay in delivery of the Products that is caused by third party transport or courier providers, a Force Majeure Event, or the Customer’s failure to provide Seradiag with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.9 If Seradiag fails to deliver the Products, its liability shall be limited to replacing the missing Products or refunding the price of the missing Products and this will be the Customers sole remedy for a failure to deliver. Seradiag shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event, the Customer’s failure to provide Seradiag with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.10 If the Customer fails to take delivery of the Products, then, except where such failure or delay is caused by a Force Majeure Event or Seradiag’s failure to comply with its obligations under the Contract in respect of the Products:

4.10.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the Business Day after the day on which Seradiag notified the Customer that the Products were ready; and

4.10.2 Seradiag shall store the Products until actual delivery takes place, and charge the Customer for

all related costs and expenses (including insurance).

4.11 If 10 (ten) Business Days after the day on which Seradiag notified the Customer that the Products were ready for delivery the Customer has not taken actual delivery of them, Seradiag may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.

4.12 If Seradiag delivers up to and including 10% more or less than the quantity of Products ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Products was delivered, Seradiag shall make a pro rata adjustment to the invoice for the Products.

4.13 Seradiag may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract.

4.14 Any delay in delivery of an Order or instalment shall not entitle the Customer to:

4.14.1 refuse to take delivery;

4.14.2 cancel any other instalment, if applicable;

4.14.3 claim damages;

4.14.4 charge fees for late delivery; or

4.14.5 terminate the Contract.

5. Quality

5.1 Seradiag warrant that on delivery the Products shall:

5.1.1 conform in all material respects with the Specification;

5.1.2 be free from material defects in design, material and workmanship; and

5.1.3 be of satisfactory quality (within the meaning of the Sale of Products Act 1979).

5.2 Subject to clause 5.3, if:

5.2.1 the Customer gives notice in writing to Seradiag, within a reasonable time of discovery (no later

than 7 (seven) days after discovery) that some or all of the Products do not comply with the warranty set out in clause 5.1;

5.2.2 Seradiag is given a reasonable opportunity of examining such Products; and

5.2.3 the Customer (if asked to do so by Seradiag) returns such Products to Seradiag’s

Premises under specified conditions issued by Seradiag and fully insured at the Customer’s cost,

Seradiag shall, at its option, repair or replace the defective Products or refund the price of the

defective Products in full.

5.3 Seradiag shall not be liable for the Products’ failure to comply with the warranty set out in clause 5.1

if:

5.3.1 the Customer makes any further use of such Products after giving notice in accordance with clause 5.2;

5.3.2 the defect arises because the Customer failed to follow Seradiag’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;

5.3.3 the defect arises as a result of Seradiag following any drawing, design or Specification supplied

by the Customer;

5.3.4 the Customer alters or repairs such Products without the written consent of Seradiag;

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

5.3.6 the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 0, Seradiag shall have no liability to the Customer in respect of

the Products’ failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Products supplied by Seradiag.

6. Title and risk

6.1 The risk in the Products shall pass to the Customer on completion of delivery, (as described in clause 4.6).

6.2 Title to the Products shall not pass to the Customer until the earlier of:

6.2.1 Seradiag receives payment in full (in cash or cleared funds) for the Products and any other

Products that Seradiag has supplied to the Customer in respect of which payment has become

due, in which case title to the Products shall pass at the time of payment of all such sums; and

6.2.2 the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Products has passed to the Customer, the Customer shall:

6.3.1 store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Seradiag’s property;

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

6.3.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price

from the date of delivery;

6.3.4 notify Seradiag immediately if it becomes subject to any of the events listed in clause 13.1.2 to

clause 13.1.4; and

6.3.5 give Seradiag such information as Seradiag may reasonably require from time to time

relating to:

6.3.5.1 the Products; and

6.3.5.2 the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Seradiag receives payment for the Products. However, if the Customer resells the Products before that time:

6.4.1 it does so as principal and not as Seradiag’s agent; and

6.4.2 title to the Products shall pass from Seradiag to the Customer immediately before the time at

which resale by the Customer occurs.

6.5 At any time before title to the Products passes to the Customer, Seradiag may:

6.5.1 by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Products or use them in the ordinary course of its business; and

6.5.2 require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7. Supply of Services

7.1 Seradiag shall supply the Services to the Customer in accordance with the Specification in all

material respects.

7.2 Seradiag shall use all reasonable endeavours to meet any performance dates for the Services

specified in the Order or Specification but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 Seradiag reserves the right to amend the Specification if necessary to comply with any applicable

law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Seradiag shall notify the Customer in any such event.

7.4 Seradiag warrants to the Customer that the Services will be provided using reasonable care and

skill.

8. Customer's obligations

8.1 The Customer shall:

8.1.1 co-operate with Seradiag in all matters relating to the Services;

8.1.2 provide Seradiag with such information and materials as Seradiag may reasonably

require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

8.1.3 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

8.1.4 comply with all applicable laws; and

8.1.5 comply with any additional obligations as set out in the Specification.

8.2 If Seradiag’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

8.2.1 without limiting or affecting any other right or remedy available to it, Seradiag shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Seradiag’s performance of any of its obligations;

8.2.2 Seradiag shall not be liable for any costs or losses sustained or incurred by the Customer arising

directly or indirectly from Seradiag’s failure or delay to perform any of its obligations as set out in

this clause 8.2; and

8.2.3 the Customer shall reimburse Seradiag on written demand for any costs or losses sustained or

incurred by Seradiag arising directly or indirectly from the Customer Default.

9. Price and payment

9.1 The price of the Products and/or Services shall be the price set out in Seradiag’s quotation.

9.2 Seradiag may, by giving notice to the Customer at any time before delivery, increase the price of the Products and/or Services to reflect any increase in the cost that is due to:

9.2.1 any factor beyond Seradiag’s control (including foreign exchange fluctuations, increases in taxes

and duties, and increases in labour, materials and other manufacturing costs);

9.2.2 any request by the Customer to change the delivery date(s), quantities or types of Products and/or Services ordered, or the Specification; or

9.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Seradiag adequate or accurate information or instructions.

9.3 The price of the Products and/or Services:

9.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Seradiag at the prevailing rate, subject to the receipt of a valid VAT invoice; and

9.3.2 excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.

9.4 Seradiag may invoice the Customer for the Products and/or Services on or at any time after the

completion of delivery.

9.5 Unless otherwise notified by Seradiag, the Customer shall pay each invoice submitted by Seradiag:

9.5.1 within 30 (thirty) days of the date of the invoice or in accordance with any credit terms agreed by Seradiag and confirmed in writing to the Customer; and

9.5.2 in full and in cleared funds to a bank account nominated in writing by Seradiag, and time for

payment shall be of the essence of the Contract.

9.6 If the Customer fails to make a payment due to Seradiag under the Contract by the due date, then, without limiting Seradiag’s remedies under clause 0, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Intellectual Property Rights

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Seradiag.

10.2 Seradiag grants to the Customer, or shall procure the direct grant to the Customer of, a fully paidup, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use, to copy and to modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

10.3 The Customer grants Seradiag a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Seradiag for the term of the Contract for the purpose of providing the Services to the Customer.

11. Indemnity

The Customer shall indemnify Seradiag against all liabilities, costs, expenses, damages and losses

suffered or incurred by Seradiag arising out of or in connection with (i) the Customer’s any breach

or negligent performance or non-performance of the Contract; (ii) the enforcement of this Contract; or (iii) any claim made against Seradiag for death, personal injury or damage to property arising out of or in connection with defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Customer.

12. Limitation of liability

12.1 The restrictions on liability in this clause 0 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

12.2.1 death or personal injury caused by negligence;

12.2.2 fraud or fraudulent misrepresentation;

12.2.3 breach of the terms implied by section 12 of the Sale of Products Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

12.2.4 defective products under the Consumer Protection Act 1987.

12.3 Subject to clause 12.2, Seradiag’s total liability to the Customer shall not exceed the amount of the applicable Order under which the liability arose.

12.4 Subject to clause 12.2, the following types of loss are wholly excluded:

12.4.1 loss of profits;

12.4.2 loss of sales or business;

12.4.3 loss of agreements or contracts;

12.4.4 loss of anticipated savings;

12.4.5 loss of use or corruption of software, data or information;

12.4.6 loss of or damage to goodwill; and

12.4.7 indirect or consequential loss.

12.5 This clause 0 shall survive termination of the Contract.

13. Termination

13.1 Without limiting its other rights or remedies, Seradiag may terminate this Contract with immediate effect by giving written notice to the Customer if:

13.1.1 The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 (thirty) days of that party being notified in writing to do so;

13.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

13.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a

substantial part of its business; or

13.1.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

13.2 Without limiting its other rights or remedies, Seradiag may suspend the supply of Services or

provision of the Products under the Contract or any other contract between the Customer and Seradiag if the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4, or Seradiag reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

13.3 Without limiting its other rights or remedies, Seradiag may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

13.4 On termination of the Contract for any reason the Customer shall immediately pay to Seradiag all of Seradiag's outstanding unpaid invoices and interest and, in respect of Products supplied but for

which no invoice has been submitted, Seradiag shall submit an invoice, which shall be payable by

the Customer immediately on receipt.

13.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies

that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 90 days' written notice to the affected party.

15. General

15.1 Compliance with Law.

15.1.1 The Parties shall comply with all applicable laws and regulations that relate to their performance of the Contract or these Conditions.

15.1.2 In addition to clause 15.1.1 the Customer shall ensure that there use of the Products and/or Deliverables, is in accordance with any applicable ethical and moral standards, laws, regulations, guidelines and/or policies.

15.1.3 For England, Wales and Northern Ireland Customers;

The customer confirms that human material made up of, or including human cells, will only be used in compliance with UK regulations, i.e. with required ethical approval and/or Human Tissue Authority

licence.

For Non-UK Customers:

The customer confirms that the human material made up of, or including human cells, will only be used for Research, Performance analysis, Manufacturing or Quality Assurance purposes.

15.2 Assignment and other dealings.

15.2.1 Seradiag may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a

trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

15.2.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Seradiag.

15.3 Confidentiality.

15.3.1 Each party undertakes that it shall not at any time during the Contract and for a period of 2 (two) years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.3.2.

15.3.2 Each party may disclose the other party's confidential information:

15.3.2.1 to its employees, officers, representatives, contractors, subcontractors, advisers or any third party who needs to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers,

representatives, contractors, subcontractors, advisers or other third party to whom it discloses the

other party's confidential information comply with this clause 15.3; and 15.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

15.4 Entire agreement.

15.4.1 The Contract constitutes the entire agreement between the parties.

15.4.2 Each party acknowledges that in entering into the Contract it does not rely on any statement,

representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.6 Waiver.

15.6.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.6.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 15.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.8 Notices.

15.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

15.8.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

15.8.1.2 sent by email to the address provided by either party to the other upon submitting a quotation and/or Order: 15.8.2 Any notice shall be deemed to have been received:

15.8.2.1 if delivered by hand, at the time the notice is left at the proper address;

15.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

15.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

15.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.9 Third party rights.

15.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

15.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

15.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.