Terms and Conditions for Service

1. General

1.1 These terms and conditions (“Terms”) shall govern the performance of Service (as defined below) by Evosep ApS, a Danish limited liability company with registration number DK37510068, located at Buchwaldsgade 35, 3., 5000 Odense, or any third-party service personnel acting on behalf of Evosep (“Evosep”) to Customer. Evosep and Customer may each be referred to herein as a “Party” or collectively as “Parties.”

1.2 Any different or additional terms communicated by the Customer in any form are hereby rejected unless expressly agreed to in writing by Evosep. Where Evosep and Customer have entered into a separate service contract or another written agreement, these Terms shall be considered supplementary to any such service contract or written agreement.

1.3 Evosep is entitled to unilaterally and at any time modify these Terms with legally binding effect for both Parties immediately after publication of the modified Terms.

1.4 If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term in any other jurisdiction.

2. Performance of Services

2.1 Service refers to activities such as installation, training, maintenance, repairs, onsite service visits, and preventive maintenance visits (collectively “Service”) performed by Evosep. Warranty period for Evosep One is defined as twelve (12) months from the installation of Evosep One at the Customer’s site, or fifteen (15) months from the date of shipment of Evosep One from Evosep premises to Customer’s site, whichever occurs first.

2.2 Evosep will issue a quote for performance of Service to the Customer before commencing the Service in question. Customer shall accept the quote by issuing a Purchase Order before the Service can commence.

2.3 The Customer will provide Evosep with all requested diagnostic information, comply with all instructions from Evosep, and cooperate with Evosep in all matters relating to the Service.

2.4 Evosep will perform all Service with due care, skill, and diligence in accordance with best practice in the industry.

2.5 In case of a service visit to the Customer’s site, the Customer shall be present and available at the site during the performance of Service. The Customer will ensure free and unrestricted access to any Evosep products and the computer controlling Evosep products at the Customer’s site.

3. Service Reports

3.1 When Service is completed Evosep will provide the Customer with a service report specifying the number of hours spent and the materials used in providing the Service. Hours spent will not be specified on service reports regarding installation of Evosep One, Preventive Maintenance Visits, and relocation of equipment.

3.2 The Customer’s signature on the service report will represent Customer’s approval of the content of the service report. The service report shall be deemed unequivocally approved and accepted by Customer, if no signature or written objection is provided to Evosep within five (5) business days after Customer has received the service report.

4. Preventive Maintenance Visit

4.1 If included in one of Evosep service contracts, Evosep will provide one (1) Preventive Maintenance Visit per year, including replacement of preventive maintenance kit components, Evosep One related software updates, verification and documentation of the performance of Evosep One. Maintenance visits will be arranged on a day convenient to both Evosep and Customer and will be scheduled at the beginning of each contract year. Additional Preventive Maintenance Visits can be purchased by Customer as needed. Wear-and-tear parts (e.g. tubing, seals, injection needle) may be installed during the Preventive Maintenance Visit and will be invoiced to Customer.

5. Invoicing and Payment

5.1 Evosep will invoice the Customer upon completion of the Service. Customer accepts that the final amount on the invoice can exceed the original quote if additional parts are replaced during Service.

5.2 Customer will pay all invoiced amounts to Evosep within thirty (30) calendar days from the date of invoice. Customer shall make all payments hereunder by bank transfer as specified on the invoice.

5.3 Customer will pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Evosep for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

6. Limited Warranty

6.1 Evosep warrants to Customer that for a period of twelve (12) months from the installation at the Customer’s site, or fifteen (15) months from the date of shipment from Evosep premises to Customer’s site, whichever occurs first, Evosep One will be free from material defects in material and workmanship (“Warranty”).

6.2 Evosep warrants to Customer that for a period of twelve (12) months from the date of shipment from Evosep premises, spare parts (e.g. pumps, degasser, valve actuators, flow sensors) will be free from material defects in material and workmanship (“Warranty”).

6.3 Consumables including but not limited to, columns, electrospray emitters, Evotips, wear-and-tear parts (e.g. tubing, seals, injection needle) and chemicals used in the daily operation of Evosep One, are excluded from the Warranty pursuant to this section 6.

6.4 Any Warranty pursuant to this section 6 is void, if Evosep One is used with other tips than Evotips.

6.5 Customer’s reliance on the Warranty set forth in this section 6 is conditional upon: (i) Customer notifying Evosep of the defect in writing not more than one (1) year from the date of the invoice and not more than ten (10) working days after the Customer discovers or ought to have discovered the defect; (ii) Evosep being given a reasonable opportunity after receiving the notice to examine the products in question and Customer (if requested so by Evosep) returning such products to Evosep’s place of business at Customer’s cost for examination; and (iii) Evosep’s verification of Customer’s claim that the products are defective.

6.6 Warranty under this section 6 will apply only if: (i) products have been used in accordance with the relevant products’ data sheet or accompanying user manual or technical guide; (ii) have not been used for a purpose not indicated on the labelling, (iii) no repairs, alterations or other work on the products have been performed by Customer without written consent of Evosep; and (iv) the alleged defect is not a result of misuse, improper maintenance, accident or the negligence of any party other than Evosep.

6.7 Evosep’s entire liability for breach of the Warranty in this section and Customer’s sole and exclusive remedy will be, at Evosep’s discretion, either (i) to repair or replace any defective products and pay shipment costs for such replacement or (ii) credit or refund the price of such products at the pro rata rate provided that, if Evosep so requests, Customer will, at Customer’s expense, return such products to Evosep. Customer will bear all risk of loss or damage to returned products while in transit.

6.8 EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, EVOSEP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICE(S) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

7. Limitation of Liability

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVOSEP WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND INDIRECT OR CONSEQUENTIAL LOSS, INCLUDING LOSS OF PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF AGREEMENTS OR CONTRACTS, LOSS OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, WHETHER ARISING OUT OF PROVISON OF SERVICE OR SALE OF PRODUCTS, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 EVOSEP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY SERVICE(S) AND THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL IN NO EVENT EXCEED THE TOTAL OF THE EUR 100.000.

7.3 Evosep shall not be responsible or liable for delay in performing, or failure to perform, any of its obligations under these Terms, if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.

8. Compliance with Law

8.1 Customer will comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to its business and activities, including but not limited to those relating to anti-bribery and corruption and United Nations, US, UK and EU sanctions and export control restrictions.

8.2 The Parties agree to encourage and promote a culture of ethics, compliance, and transparency. Evosep maintains a confidential whistleblower hotline to allow employees, customers, and business partners to report concerns regarding unethical behavior, fraud, violations of company policies, or legal/regulatory violations. Any concerns can be reported at https://www.evosep.com/whistleblower/.

8.3 Customer will at all times treat Evosep employees and/or any third-party service personnel acting on behalf of Evosep with dignity, respect, and fairness, and will not subject them to any kind of harassment, discrimination, or abuse.

9.Jurisdiction/Governing Law

9.1 These Terms are governed by and interpreted in accordance with the laws of Denmark, without giving effect to any conflict of law provision.

9.2 All legal proceedings or disputes arising out of or in connection with these Terms and which cannot be resolved by mutual agreement between the Parties will be submitted to the exclusive jurisdiction of the competent courts in Copenhagen, Denmark.

Version 1.1, May 2024
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