Sale of goods for research use only

1. dentification of the Parties  

1.1. These general terms and conditions of sale (“Terms”) apply to any sale, lease or rental of Goods to Customer, as identified in the Quotation (“Customer”) from QUANTOOM SA, a public limited liability company duly incorporated and existing under the laws of Belgium, having its registered office at Rue de la Maîtrise 11, 1400 Nivelles, Belgium, registered with the Register of Legal Entities (Brabant Wallon) under the company number 0744.643.858 (“QUANTOOM”).  

1.2. The Customer and QUANTOOM are herein referred to as the Parties or individually as a Party. 

2. Definitions 

2.1. For the purposes of these Terms, the following capitalized terms shall have the following meaning: 

a. “Confidential Information” means any Information that a reasonable person would conclude the disclosure of which was intended as confidential (based on marking or other circumstances around the disclosure), including, but not limited to, the terms of any applicable Quotation or Purchase Order, any Information related to the Goods and any Intellectual Property Rights relating to QUANTOOM or the Customer. 

b. «Customer» means any legal entity or natural person, as well as their agents or representatives, which has purchased, leased or rented or intends to purchase, lease or rent Goods (as defined below) from QUANTOOM. 

C. «Goods» means any product (including spare parts) sold, leased or rented or otherwise supplied by QUANTOOM to the Customer and/or services, including without limitation onsite installation and training services and design and consultancy services with respect to technical solutions, calculations and products, that are incidental to the products or otherwise included in the Purchase Order or Quotation. 

d. “Information” shall mean any and all scientific, technical, business or other information, including, but not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, patents, patent applications, copyrighted materials, marketing plans, customer names and other technical, financial or commercial information, practical experience, materials, including without limitation any and all information, data, documents, prototype, products, samples, equipment concerning the research, development, studies, specifications, formulae or the like and derivatives, and portions or copies thereof, whether patentable or not, and whether in oral, written, visual, graphic, electronic, machine recognizable, or other form or medium. 

e. “Intellectual  Property  Rights”  means  patents (including but not limited to divisionals, extensions, improvement patents, supplementary protection certificates, applications), copyrights (including moral rights) and related rights, rights in and to databases (including the right to prevent the extraction or reutilization of information from a database), trademark rights, trade and business names, domain names, trade secrets, rights on unpatented know-how including inventions and discoveries, registered or unregistered designs, software, rights, topography rights and any other rights or forms of protection of a similar nature or having equivalent or similar effect, whether or not registered, including all applications for, and renewals or extensions of, such rights. 

f. «Purchase Order» means the Customer’s purchase order issued to QUANTOOM for the sale, lease, or rental of Goods from QUANTOOM which shall be limited to the following terms: (a) a list of the Goods to be purchased, leased or rented; (b) the quantity of each of the Goods; (c) the requested delivery date; (d) the unit price for each of the Goods; (e) the billing address; and (f) the delivery location  (“Permitted Terms”). Any additional terms or terms inconsistent with those contained herein are null and void. 

g. “Quotation” means QUANTOOM written offer to Customer for the sale, lease, or rental of Goods by QUANTOOM. 

3. Prevailing Terms 

3.1. Other than Permitted Terms in the applicable Purchase Order, these Terms (and terms in a Quotation) prevail over any terms or conditions contained in any other documentation relating to the sale, lease, or rental of Goods and expressly exclude any of Customer’s terms and conditions contained in any Purchase Order or other document issued by the Customer. In the event of any conflict between these Terms and any Quotation on the one hand and the terms of any Purchase Order or any other document issued by the Customer on the other hand, the terms of these Terms and any Quotation shall prevail.  

3.2. Any derogation from these Terms must be agreed by QUANTOOM expressly in writing (e.g. in Quotation) and shall apply only to the relevant derogating written agreement.  

3.3. These Terms apply to all future orders of Goods by the Customer whether or not referred to therein. 

3.4. Neither the Recipient’s nor any third party’s terms and conditions shall be binding on or applicable to QUANTOOM BIOSCIENCES and are expressly rejected. 

4. Quotations 

4.1. All Quotations and price lists sent by or on behalf of QUANTOOM are not binding on QUANTOOM and do not create an obligation of QUANTOOM to accept any Purchase Order from the Customer, unless QUANTOOM states otherwise in writing or by e- mail. 

4.2. The content of QUANTOOM catalogues, brochures, printed materials, price lists and websites are for informational purposes only and any information contained therein is not binding on QUANTOOM. 

4.3. All Information provided (with a Quotation or otherwise) by QUANTOOM to the Customer shall remain the property of QUANTOOM and must be promptly returned at QUANTOOM’s first request.  

4.4. QUANTOOM reserves the right to make technical modifications to the Goods as delivered to the extent such changes do not alter the function and use of the Goods in any material respect. As a result, technical specifications, volumes, contents, dimensions or weight may differ from previously provided specifications or other documentation upon delivery and such differences shall not be deemed a breach or used as a basis for a claim against QUANTOOM. 

5. Agreement 

5.1. An agreement between the Parties regarding the Goods shall be concluded when the following conditions are met: a Purchase Order is completed and signed by the Customer and received and accepted by QUANTOOM. Acceptance by QUANTOOM shall be construed either from QUANTOOM’s confirmation in writing (including e-mail) or from QUANTOOM’s fulfilment of the Purchase Order. The Customer cannot cancel an accepted Purchase Order without QUANTOOM’s prior written consent (“Agreement”). 

5.2. Any additional agreements or changes to existing agreements for Goods, as well as agreements or commitments made (orally or otherwise) by QUANTOOM’s personnel or on its behalf by salespersons, agents, representatives or other intermediaries regarding Goods, shall only be binding on QUANTOOM if they are confirmed by QUANTOOM in writing. 

5.3. SUBJECT TO ARTICLE 3.1, THESE TERMS, TOGETHER WITH ANY SERVICES TERMS AND CONDITIONS PROVIDED TO THE CUSTOMER OR SERVICE AGREEMENTS ENTERED INTO BETWEEN THE PARTIES, CONSTITUTES THE SOLE AND ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER CONTAINED HEREIN AND THEREIN, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES, BOTH WRITTEN AND ORAL, WITH RESPECT TO SUCH SUBJECT MATTER. 

6. Research Use Only 

6.1. The Goods are destined and sold to Customer for its internal research or preclinical regulatory authorization purposes only, not for use in developing  commercial treatments or in diagnostic or therapeutic procedures or for use in humans.  

7. Prices 

7.1. Only the prices in the applicable Quotation or current price list in effect on the date of delivery of the Goods are valid and applicable to the Agreement and the Customer expressly agrees such prices. Unless stated otherwise, all prices listed by QUANTOOM in an applicable Quotation or its standard price lists are: 

a. based on the Incoterm ICC 2020 specified in the Quotation); 

b. exclusive of VAT, other taxes, import duties, levies and charges; 

c. stated and payable in Euro; and 

d. subject to change as provided in Article 7.2 below. 

7.2. QUANTOOM has the right to unilaterally change its prices prior to the delivery of the Goods, even after confirmation of a Purchase Order, in the event of an increase, for whatsoever reason, in one or more of the cost factors, including without limitation, wages, materials and exchange rate fluctuations. In the event of such a price increase by QUANTOOM, QUANTOOM shall notify the Customer of the increase, after which the Customer shall have the right to terminate the Purchase Order, within a period of fourteen (14) days from receipt of this notice. 

8. Delivery 

8.1. Delivery shall be deemed to take place according to the Incoterm ICC 2020 specified in the Quotation. Transportation costs are charged to the Customer.  

8.2. The Customer shall visually inspect the delivered Goods or packaging for potential manufacturing defects or damage upon delivery or at any other mutually agreed time. The Customer shall list on the delivery slip, invoice and/or other document any such visible defects. Any visible defects that are not listed upon delivery, or as mutually agreed thereafter, shall be deemed to have arisen after delivery. In this case, QUANTOOM shall not be responsible for such defects. 

8.3. QUANTOOM will use commercially reasonable efforts to deliver the Goods on time. Unless expressly agreed otherwise, the delivery times indicated are estimates only. QUANTOOM shall not be required to pay any compensation if a delivery is not made on time. No delay in the shipment or delivery of any Goods relieves the Customer of its obligations under these Terms, including without limitation accepting delivery of any remaining installment(s) of Goods. 

8.4. If the Customer does not take delivery of the Goods at the scheduled time or within the scheduled period, QUANTOOM shall nevertheless be entitled to invoice the Customer for such Goods. QUANTOOM shall also be entitled to store the Goods or have them stored at the Customer’s expense and risk. Unless provided otherwise, should the Customer fail to take delivery of the Goods within a period of one (1) month after storage, QUANTOOM shall be entitled to either perform according to the Purchase Order or terminate the Agreement without judicial intervention, at the Customer’s expense, either way without prejudice to QUANTOOM’ right to damages. 

8.5. Return shipments are subject to QUANTOOM’ prior written consent. 

9. INDEMNIFICATION 

9.1. Unless and to the extent provisions of mandatory law relating to (product) liability or public policy so require, and except for gross negligence or willful misconduct by QUANTOOM, the Customer agrees to indemnify, defend and hold harmless QUANTOOM from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, indirect and consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings and legal costs (on a full indemnity basis) and judgments asserted against QUANTOOM or that QUANTOOM incurs or suffers as a consequence of an action by a third party arising from or relating to: (i) any direct or indirect breach or negligent performance or failure in performance by the Customer of the terms of these Terms or for damage caused in whatsoever way by the wrongful or negligent use or application of the Goods by the Customer, (ii) the purchase, transportation, storage, use or application of the Goods by the Customer, including any claim that Customer’s purchase, importation or use of the Goods is an alleged infringement of a third party’s patent or other proprietary rights. 

10. PAYMENT TERMS 

10.1. QUANTOOM shall send an invoice on or before the delivery date to the Customer for the amounts payable in connection with the Purchase Order. 

10.2. Unless agreed otherwise, payment shall be made by deposit or transfer to the bank account indicated by QUANTOOM within thirty (30) days after the date of the invoice. The payment shall be made in advance at confirmation of Purchase Order, unless agreed otherwise in writing. Any payment or currency exchange expenses or any applicable withholding tax, customs duty or licensing fee shall be solely borne by the Customer. The date of receipt of funds appearing on QUANTOOM’ bank statements is decisive and shall be considered the payment date. 

10.3. Upon or after accepting a Purchase Order, QUANTOOM is entitled to demand payment security or guarantees (deposit or other) to ensure fulfilment of payment or other obligations at its sole discretion. 

10.4. In the absence of payment within the period mentioned in Article 10.2, the following shall be due by operation of law as of the date of the invoice, without prior proof of default being required: (a) interest for late payment at the reference rate applicable to late payments, (b) out-of-court collection costs in the amount of 5% of the amount owed, which shall be deemed at least EUR 500, and (c) all other expenses incurred by QUANTOOM in collecting late payments. 

10.5. Each payment by the Customer shall be applied in the following order of priority: (i) first to pay down the interest owed by the Customer, (ii) second, to cover the collection and/or administration costs incurred by QUANTOOM, as mentioned in Article 10.4, and (iii) third, the remainder, if any, shall be deducted from the outstanding claims, with priority given to the oldest. 

10.6. If the Customer wishes to object to an invoice received, it must do so in writing no later than ten (10) working days from the date of receipt of the invoice. In the absence of a written objection within this time period, the invoice shall be deemed accepted by the Customer. 

11. RETENTION OF TITLE 

11.1. QUANTOOM SHALL RETAIN TITLE TO THE GOODS IN A RENTAL OR LEASE AND, IN THE CASE OF A SALE, UNTIL FULL PAYMENT OF THEIR PRICE, INTEREST AND ADDITIONAL COSTS, TOGETHER WITH ALL OTHER SUMS WHICH ARE, OR WHICH BECOME, DUE TO QUANTOOM FROM THE CUSTOMER ON ANY ACCOUNT. PAYMENT SHALL NOT BE CONSIDERED EFFECTIVE UNTIL THE FUNDS APPEAR ON QUANTOOM’S BANK STATEMENTS. QUANTOOM SHALL BE ENTITLED TO TAKE ANY ACTIONS LEGALLY REQUIRED OR NECESSARY TO ENSURE AND MAINTAIN SUCH RETENTION OF TITLE SUBJECT TO THE SPECIFIC APPLICABLE NATIONAL LAW. 

12. ASSIGNMENT OF RIGHTS AND OBLIGATIONS 

12.1 The Customer is not entitled to assign any of its rights or obligations under an agreement or these Terms to any third party without the prior written consent of QUANTOOM. Any attempted assignment without such consent shall be null and void. 

13. LIMITATION OF LIABILITY 

13.1. THE GOODS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND QUANTOOM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF STATUTE, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR ANY OTHER IMPLIED WARRANTY. CUSTOMER ACCEPTS ALL RISKS CONNECTED WITH ITS USE OF THE GOODS AND CONDUCT OF ANY RESEARCH THEREWITH. 

13.2. QUANTOOM’s contractual and extra- contractual liability under any circumstances, excluding gross negligence and/or fraud, shall be limited to the maximum amount invoiced by QUANTOOM for the Goods supplied, or any part thereof. IN NO EVENT SHALL QUANTOOM BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, ARISING IN ANY WAY OUT OF, UNDER OR RELATED TO THIS AGREEMENT OR TO THE SHIPMENT, HANDLING OR STORAGE OF THE GOODS OR USE THEREOF, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

13.3. QUANTOOM excludes any warranty or guarantee on its Goods and shall in any case not be liable for any loss or damage caused directly or indirectly by: 

a. any defect that did not exist at the time the Goods were delivered or if the defect only appeared afterwards, if it is plausible in view of the circumstances, that it did not exist at the time of delivery; 

b. non-compliance of the Goods with government regulations outside of the European Union; 

c. any defect the existence of which is impossible to discover based on the state of scientific and technical knowledge at the time the Goods were delivered; 

d. with respect to the manufacturer of a part, any defect attributed to the design of the product to which the part belongs or to the instructions provided by the manufacturer of the part; 

e. negligence on the part of the Customer, the Customer’s staff or other persons it has engaged with or any other person acting on behalf of the Customer; 

f. infringement of any intellectual property right or any other exclusive right or the infringement or violation of a license of any such right, which directly or indirectly results from the (i) a breach of these Terms, (ii) the use and/or application and/or publication or reproduction of information provided by or on behalf of the Customer, such as descriptions, specifications, drawings, models, designs and the like; 

g. normal wear and tear of the Goods; and 

h. improper use or storage of the Goods (particularly their use-by date) and/or non- compliance with instructions or use restrictions provided by QUANTOOM. 

13.4. QUANTOOM is not responsible and cannot be held liable for the content of models, designs, drawings, examples and/or materials supplied by the Customer. 

13.5. The Customer shall be liable for any damage caused to QUANTOOM due to the Customer’s failure to perform obligations under the Purchase Order or these Terms. 

13.6. The Customer shall notify QUANTOOM immediately in writing of any changes to its contact information. Failure to do so shall result in the Customer being held liable for any possible direct or indirect damage sustained by QUANTOOM due to the Customer’s failure to so notify QUANTOOM. 

13.7. This Article 13 of these Terms shall survive termination or invalidation of any agreement concluded with QUANTOOM, regardless of the reason. 

14. FORCE MAJEURE 

14.1. If QUANTOOM is prevented from performing under the Purchase Order in whole or in part due to a permanent or temporary event of force majeure caused by external or internal circumstances beyond its control, it shall be entitled to extend the delivery period accordingly and, without judicial intervention being required and without being liable for compensation or damages, to terminate the Purchase Order in whole or in part by giving written notice to this effect. In this case, QUANTOOM remains entitled to payment by the Customer for Goods delivered prior to the event of force majeure. 

14.2. Force majeure includes all circumstances that render it impossible for QUANTOOM to temporarily or permanently fulfil its obligations, including without limitation damages, losses or destruction, or malfunction of any equipment or software, or any consequence thereof, caused by fire, earthquake, flood, water, the elements, epidemic/pandemic, government measures, strikes or other labor disturbances, unavailability of transportation, failure of normal sources of supply, inability to obtain raw materials, terrorism, war, acts or omissions of third-parties other than subcontractors of a QUANTOOM (due to circumstances within this Article or other reasons beyond the control of QUANTOOM), or failure by suppliers to deliver goods necessary to supply the Goods, as well as any circumstances under which QUANTOOM can no longer be expected to perform or further perform its obligations to the Customer or where delay or other aspects of performance are affected. QUANTOOM may also rely on force majeure if the event of force majeure arises after its performance should have been carried out. 

15. COMPLAINTS 

15.1. Without prejudice to the application of Article 8.2 of these Terms (visible defects), any complaints regarding shortcomings or defects of the Goods detected upon installation must be reported to QUANTOOM in writing using the Equipment Acceptance document provided by QUANTOOM. No use of the Goods is to be made by the Customer before completion of such Equipment Acceptance document. Failure to make any claim in the Equipment Acceptance document for any such defects or Customer’s use of such Goods before submission of such document, shall qualify as acceptance of delivery and QUANTOOM shall no longer be liable with respect to the non-compliance of the delivered Goods.  

15.2. Upon investigation by QUANTOOM, if the complaint is deemed founded, QUANTOOM shall, at its option, take back the defective Goods and replace them or otherwise repair the Goods in working order. Rather, if the complaint is determined to be unfounded, Customer shall reimburse QUANTOOM for all expenses incurred in investigating the Goods. 

15.3. The submission of a complaint does not release the Customer from its obligations (including payment obligations) to QUANTOOM. QUANTOOM shall at all times be entitled to set off possible claims by the Customer against Customer. 

15.4. THIS ARTICLE 15 SETS FORTH THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND QUANTOOM’ ENTIRE LIABILITY FOR ANY DEFECTS SET FORTH IN ARTICLE 15.1. 

16. INTELLECTUAL PROPERTY 

16.1. EXISTING IP 

16.1.1. Each party acknowledges that the other party possesses certain Intellectual Property Rights, and other assets, which have been independently developed (“Existing IP”), and that such other party shall remain the sole and exclusive owner of all such respective Existing IP. Neither party shall at any time claim any right, title or interest in or to the Existing IP of the other Party, by means of registration, transfer, license or otherwise unless expressly permitted in writing by the other party. 

16.1.2. It is understood that any and all proprietary rights, including Intellectual Property Rights, in and to the Goods, any parts or components thereof, or the general methods of using the Goods and the associated QUANTOOM Information shall be and remain QUANTOOM’s (or the relevant third party IP owners’) exclusive property  at all times.  

16.1.3. The Customer shall not alter the Goods delivered by QUANTOOM, including (trade) marks and markings on the packaging and/or the Goods and shall not resell the Goods in any manner without prior written consent by QUANTOOM. Except as explicitly permitted under applicable law, the Customer also shall not (and shall not cause any third party to) analyze, disassemble, decompile, test, reverse- engineer or otherwise deconstruct the Goods as delivered to determine any characteristic and/or the chemical composition or structure thereof, unless specifically agreed to by QUANTOOM in writing.  

16.1.4. The Customer guarantees to QUANTOOM that it is the owner of or has the appropriate rights in all models, drawings, designs, examples and/or materials or other Information supplied to QUANTOOM, if applicable, and that it is entitled to place these at QUANTOOM’ disposal for the agreed purposes. The Customer shall indemnify QUANTOOM for any claims resulting from any infringement of third- party rights with respect to such models, drawings, designs, examples and/or materials or other Information. 

16.1.5. To the extent it becomes aware, the Customer shall promptly notify QUANTOOM of any infringements of QUANTOOM’s Intellectual Property Rights related to the Goods. 

16.1.6. The Customer shall cause its staff, its affiliates and other contracting parties to respect the provisions of this Article. 

16.2. NEW IP OWNERSHIP 

16.2.1. Notwithstanding anything contained herein to the contrary, any inventions and all improvements, modifications, or derivatives (“New IP”) directed to the Customer’s proprietary testing and process know-how, whether patentable or unpatentable, conceived, made, created or developed in the course of using the Goods or QUANTOOM Information shall be owned by the Customer while any New IP directed to the Goods and general manufacturing methods of using the Goods whether patentable or unpatentable, conceived, made, created or developed in the course of using the Goods or QUANTOOM Information shall be owned by QUANTOOM. 

16.2.2. Where applicable, and as far as permitted by the applicable law, the Customer shall transfer the rights, titles or interest in any New IP in and to the Goods and to the general manufacturing methods of using the Goods to QUANTOOM. The Customer shall, at QUANTOOM’s cost, perform all further acts and things, and execute and deliver all further documents, required by law or which QUANTOOM requests, to vest in QUANTOOM the full benefit of the right, title and interest assigned to the QUANTOOM under the agreement, including registration of QUANTOOM as applicant or (as applicable) proprietor of these assigned rights. 

16.2.3. QUANTOOM shall have the exclusive right to file for any Intellectual Property Right for all or part of these New IP in and to the Goods and to the general manufacturing methods of using the Goods. 

17. NO LICENSE 

17.1. It is expressly understood that the transfer of the Goods and the disclosure of the Information is solely for the purpose specified in the Quotation, Purchase Order or other documentation of this Agreement. Nothing herein shall be construed as granting to the Customer any rights or license under the Information, Existing IP, New IP or other rights owned or controlled by QUANTOOM concerning the Goods or the Information except as expressly permitted in writing. 

18. CONFIDENTIALITY 

18.1. Each Party in receipt of Confidential Information, whether verbal or in writing or in any other form, of the other Party shall not disclose such Confidential Information to third parties or use such Confidential Information for any purpose other than performance under the Agreement. 

18.2. The Customer shall limit access of such Confidential Information to those of its employees who need to know it for purposes of the Customer’s performance hereunder or otherwise in connection with the Customer’s purchase, lease or rental, and use of the Goods. The Customer’s employees shall be advised of the confidential nature of the information, and the Customer shall be responsible in case of breach of these terms by any such employee. The Customer shall treat the Confidential Information with the same degree of care that it exercises in protecting its own confidential and/or proprietary information, and in any case not less than a reasonable degree of care. 

18.3. The obligations arising from this article shall survive for ten (10) years after the expiration, termination, or invalidation, for any reason, of any related agreement. 

18.4. Confidentiality obligations shall not extend to Information that is in the public domain at the time of receipt, enters the public domain after receipt other than by the Customer’s breach of confidentiality, that is lawfully received from third parties, or to the extent the Customer is held to disclose information under the law or by governmental or judicial order. 

18.5. For the avoidance of doubt, the non-public aspects of the Goods and associated Information and the terms of any related Quotation or Purchase Order shall be treated as Confidential Information by QUANTOOM and the Customer. 

19. FEEDBACK 

19.1. The Customer may, from time to time, particularly upon request of QUANTOOM, share feedback on the progress of its use of the Goods and other Information QUANTOOM may reasonably request. If Customer, in its sole discretion, shares any such Feedback or any other Information, it shall be treated as the Information of the Customer provided, however, that QUANTOOM shall receive a non- exclusive, perpetual, worldwide, royalty-free license to use any such feedback and Information for its product development and commercialization activities. 

20. RETURN 

20.1. If applicable, at the termination of the rental and/or lease and/or upon QUANTOOM’ request, the Customer, in the case of equipment, shall promptly return the Goods to QUANTOOM and, in case of consumables, shall promptly destroy such Goods. The Customer shall comply with all laws and regulations regarding decontamination of the equipment before shipping back to QUANTOOM, all at its own expense. Further, the Customer shall notify QUANTOOM of any virus or other biologic to which the equipment has been exposed and confirm the decontamination plan with QUANTOOM prior to return. The returned equipment will be inspected by QUANTOOM for damage and proper function. Should QUANTOOM determine that the Customer caused any damage beyond normal wear and tear resulting from proper usage or that decontamination was not properly implemented and QUANTOOM notifies the Customer within thirty (30) working days of receipt, the Customer shall assume liability for the costs of repair or replacement of such equipment, whichever is lower and any other liabilities due to their action or inaction. 

20.2. Upon termination of a lease or rental, Information shared with Customer must be promptly returned or destroyed at the request of QUANTOOM. 

21. AMENDMENTS TO THE TERMS 

21.1. QUANTOOM reserves the right to unilaterally amend, restate, amend and restate, or modify these Terms for any legitimate reason and without contradicting other agreed terms. 

21.2. Any such modifications shall also apply to existing agreements among the Parties for the sale, lease or rental of Goods. The amended Terms shall enter into effect thirty (30) days after publication of the amendments on www.quantoom.com and notification of such to the Customer. 

21.3. If the Customer does not consent to the amendment of these Terms, it shall be entitled to terminate the Agreement until the date the amended Terms are scheduled to enter into effect. 

22. TERM AND TERMINATION 

22.1. QUANTOOM has the right to terminate any Agreement and associated terms of the Purchase Order governed by these Terms, effective immediately, at any time, without judicial intervention and/or compensation, in the event the Customer commits a breach, of any kind, of any provision of these Terms, or any provision of an Purchase Order governed by these Terms, and such breach is not remedied within a period of thirty (30) days after notifying the Customer of its intention to terminate the Agreement. 

22.2. QUANTOOM is entitled, to the fullest extent admitted by law, to terminate any Agreement with the Customer and to cancel any assignment, effective immediately, without judicial intervention and/or compensation, and to request payment in full of any amounts owed by the Customer to QUANTOOM, in the event that: 

a. the Customer files for bankruptcy. 

b. the Customer becomes insolvent, is declared bankrupt, annulled, winded up or dissolved by a judicial order. 

c. the Customer files a petition for temporary relief or composition with creditors («gerechtelijke reorganisatie/réorganisation judiciaire» or any local equivalent); 

d. the Customer is granted temporary relief or a composition with creditors; 

e. the Customer (for a legal entity) is liquidated or terminated; 

f. there is a material change in the person or entity capable of influencing the management and policy of the Customer, through voting rights, contracts or otherwise; 

g. an agreement with QUANTOOM is assigned without QUANTOOM’ prior written consent. 

This Article is intended to cover all insolvency procedures including any proceedings referred to in EU Regulation 2015/848 on Insolvency Proceedings. 

22.3. The provisions of Article 22.1 and Article 22.2 are without prejudice to QUANTOOM’ right to claim damages from the Customer or to collect payment for Goods delivered prior to termination. 

23. PERSONAL DATA PROCESSING 

23.1. Without limiting the foregoing, if QUANTOOM processes data from the Customer as part of the provision of Goods and on behalf of the Customer which relates to an identified or identifiable person (“Personal Data”), QUANTOOM shall only process such Personal Data as part of the performance of the provision of Goods, its legal obligations or its legitimate interests. The processing shall be carried out in accordance with the provisions of QUANTOOM’ Privacy Notice (available on its website). 

23.2. For all Personal Data transferred by or on behalf of the Customer to QUANTOOM, the Customer represents, and warrants having processed and transferred the personal data in compliance with any applicable law, and in particular having an appropriate legal ground to do so and having duly informed the concerned individuals in light of the processing activities described in QUANTOOM’ Privacy Notice. 

23.3. If the Customer processes Personal Data of QUANTOOM or its employees, directors, agents, representatives or other business contacts in the course of performing the Agreement, the Customer shall do so as a separate data controller in full compliance with any applicable law. 

24. DISPUTE RESOLUTION AND GOVERNING LAW 

24.1. Each offer and agreement and the execution thereof are governed exclusively by Belgian law, without giving effect to any other choice of law or conflict-of-law rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable, expressly excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention). 

24.2. In the event a court finds one or more provisions of these Terms to be unlawful, the other provisions shall remain in full force and effect. In that case QUANTOOM and the Customer undertake to negotiate a new provision to replace the invalidated provision, which reflects insofar as possible the purpose and scope of that provision. 

24.3. In the event Belgian law or any other law which might mandatorily be applicable to any provision of these Terms, results in any such provision not to be valid or enforceable as drafted, it will be deemed drafted as valid or enforceable under such laws to the fullest extent admissible to achieve the same or the closest possible result. If any provision other than provisions relating to the provision of Goods, the pricing and liability limitations nevertheless remains invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions or the whole agreement between the Customer and QUANTOOM. 

24.4. In the event of a dispute arising from or in relation to the validity, interpretation or performance of the Agreement, the Parties agree that they shall use their best efforts to settle amicably. In the event of an unsettled dispute, QUANTOOM and the Customer commit to each other to cooperate, without prejudice, in the frame of mediation process to still reach a settlement. The party wishing to implement the mediation process will notify the other party by registered mail (or e-mail if the other Party acknowledges good receipt of the same) (the “Mediation Notification”). QUANTOOM and the Customer agree to jointly request the appointment of a mediator by the Belgian Center for Arbitration and Mediation (CEPANI) within 15 days of the receipt of the Mediation Notification. The Parties commit to attend on an equally costs-shared basis at two (2) meetings of at least one (1) hour in the presence of the appointed mediator at least one (1) week apart. It is only after these two meetings have taken place that any party may put an end to the mediation process in notifying the mediator and the other party by registered letter (or e-mail if the other party acknowledges good receipt of the same) (the “Mediation Termination Notification”). The party notifying the Mediation Termination Notification commits (i) not to send same earlier than one (1) week after the second meeting referred to hereabove and (ii) to attend a last meeting with the mediator and the other party to explain the reasons for terminating the mediation process. 

24.5. If mediation fails, the French-speaking courts of Brussels shall have exclusive jurisdiction.