Order Conditions and COMPANY commitments for the order of
EMPROVE® Extractables Reports
for Mobius® Single Use Library Components ("Reports")
1) General provision and use
COMPANY acknowledges and accepts that
a) SELLER only provides the respective Report according to this terms and conditions and for Qualification and risk assessment activities.
b) The Report is not appropriate for regulatory submission
2) Sharing Reports (with COMPANY Affiliates and Third Parties)
COMPANY is entitled to share the ordered Report with any of its affiliates which means, for such purpose, any corporation or other business entity which, at the time of this order placement, is controlling, controlled by or under common control of the COMPANY by the direct or indirect ownership of more than fifty percent (50%) of the voting interest in the COMPANY or such corporation or other entity ("Affiliates"). If COMPANY is planning to share information with any of its Affiliates, it shall first bind the Affiliate to the same conditions the COMPANY accepts herewith
Company may share the Reports with third parties only on a need to know basis and if these third parties are either contract manufacturers of COMPANY or any other contractor of COMPANY and has submitted to a confidentiality obligation that covers the Reports.
3) Confidentiality
COMPANY agrees to retain in confidence the Reports and all information contained in the Report disclosed to it by or on behalf of SELLER for ten (10) years after receipt. This restriction may be waived only upon written consent given by SELLER, which consent will not be withheld in case of good reason. COMPANY shall (i) advise its Representatives of the proprietary nature and the conditions accepted hereunder and (ii) use all reasonable safeguards to prevent unauthorized disclosure by such Representatives. COMPANY shall be responsible for any breach of this Agreement by it or its Affiliates’ Representatives.
4) No further obligations or license
SELLER is not obligated to disclose any further information to COMPANY or to provide any license or other right to the COMPANY. The COMPANY may not assign any right hereunder without the prior written consent of SELLER.
5) Limitation of Liability
The COMPANY understands, that SELLER will use its best commercially reasonable efforts regarding the accuracy, completeness or reasonableness of the information contained in the Report, but COMPANY expressly agrees and accepts that no representation or warranty, express or implied, is made by SELLER as to the accuracy, completeness or reasonableness of the Report, and that neither SELLER nor any of its employees, officers or consultants shall have any liability to the COMPANY as a result of the COMPANY's possession or use of the Report. The limitation of liability shall not apply in case any damage is caused by SELLER with gross negligence or willful misconduct, as well as for damages to life, body and health or in those cases where mandatory law does not permit a liability limitation.
The COMPANY understands that the information provided in the Reports, is based on the results from individual evaluations/tests of very few or even only one sample of the product at the time when the tests have been conducted and do not contain further representative information, statements or conclusions or any interpretation about the tested products, the potential use of the relevant product or about other similar products of the respective manufacturer. Any future product evaluations/tests might lead to different results and SELLER preserves the right to retest products or update Reports from time to time.
6) Applicable law and jurisdiction
The COMPANY´s order, any agreement based on it and any dispute arising out of it shall exclusively be without regard to conflict of law principles subject to the laws of Germany. It is understood and agreed that both parties hereby exclusively submit to the jurisdiction of the competent courts in Frankfurt am Main, Germany.
7) Order process and bindingness
By accepting the conditions and placing an order and submitting it to SELLER the COMPANY is bound to its order.
The individual accepting the Conditions above and ordering the Report confirms that he or she has the power and authority to do so on behalf of the COMPANY.
Any order hereunder shall only become binding on SELLER after the COMPANY accepts the provisions hereunder and SELLER decides to deliver the respective Report to the COMPANY and without giving any further statements or commitments to the COMPANY.
8) Process of delivery of Reports
SELLER will make the ordered Report available for the individual COMPANY as a pdf-file in its own discretion. This will usually take approximately ten (10) working days after receipt of the order. SELLER preserves the right to inform the Customer about further delays. The price will be invoiced by SELLER and is due for payment by the COMPANY within thirty (30) days from the date of the invoice.