EXHIBIT I

RETISOFT PARTNERSHIP STANDARD TERMS AND CONDITIONS OF SALE

  • Purchases and Sale of Products

1.1. Acceptance of Terms and Conditions

All purchases and sales of software and hardware products, including Genera Software license, Flex arm, Flex products (linear rails, parts, gripper fingers) and Plate Hotel there of (the “Products”), and System Integration, Software Support and Maintenance, Training, and Device Preventative Maintenance services (the “Services”), by company (“Partnership”) from Retisoft Inc (“Retisoft”) shall be made pursuant to an accompanying Retisoft quote and shall be governed by these Terms and Conditions of Sale.

Quote acceptance and issuance of a PO by Partner constitute acceptance of such terms. These Terms and Conditions shall supersede any conflicting provision contained in any purchase order of Partner and, unless otherwise agreed to in writing, nothing contained in any purchase order of Partner shall in any way modify or add any provision to these Terms and Conditions. Any other terms or conditions proposed by Retisoft or Partner or included in Partner’s purchase order are hereby objected to by the other party and have no effect unless expressly accepted by the parties in writing. For purposes of executing amendments to these Terms and Conditions, Elizabeth Rodziewicz is the authorized representative of Retisoft Inc., Partner shall assign a representative for such purpose.

These Terms and Conditions may not be amended, or any provision hereof waived in any way except by writing within the terms and conditions specified in the Retisoft quote and accepted and signed by the Partner. IN THE EVENT THAT THE ACCOMPANYING RETISOFT QUOTE IS DEEMED AN OFFER, ACCEPTANCE BY PARTNER OF SUCH OFFER IS EXPRESSLY LIMITED TO THE TERMS CONTAINED HEREIN AND THE RETISOFT QUOTE.

  • Pricing and Payment

2.1. Product Prices

The prices for all Products and Services shall be as set forth in the Retisoft quote and such prices shall be exclusive of all taxes, shipping and handling fees and other charges referenced in Section 2.3 below. Unless otherwise expressly agreed to in writing, such prices do not constitute payment for any rights to any technical data, proprietary rights, or patent rights relating to the Products.

2.2. Payment Terms

The payment terms shall adhere to the specifications outlined in the Partnership agreement.

2.2.1. Payment Instructions and Conditions

Company will submit an invoice to Partner in accordance to the payment terms. Payment shall be in U.S. dollars; any payment received later than thirty (30) days from invoice receipt date, is subject to a 1.5% interest per month penalty.

Payments shall be made by Wire or Electronic Funds Transfer. EFT instructions will be sent separately.

Retisoft reserves the right to issue a 30 days temporary license of Genera software until payment of invoice has been made in full, refer to Section 7.1.

For hardware products, Retisoft will reserve the right to hold shipment of products to client if first payment has not been received to the date prior to shipment.

Onsite services are required to be paid in full before delivery of services at the Partner site. Retisoft requires a minimum of two weeks’ notice from client to schedule onsite services. Failure to meet this requirement can result in additional traveling fees.

On-demand device repair services are not governed by these terms and conditions and will be quoted and billed upon request.

2.3.Taxes and Other Charges

The purchase price excludes taxes, customs duties, shipping and handling fees, tariffs or license fees for third party software.

  • Delivery and Title

3.1. Title and Risk of Loss

All Products shall be delivered EX Works (“EXW”) from Retisoft’s facility, in accordance with Intercoms 2010. Partner is responsible for the whole shipment from Retisoft to the Partner site. All costs and liabilities are with the Partner, meaning that Partner shall assume all risk of loss, upon delivery of the Products to the carrier, unless otherwise agreed to by both parties in writing. Except as set forth herein, in no event shall Retisoft be liable for any delay in delivery (provided that Retisoft timely delivers such Products to the carrier as provided above), or assume any liability in connection with shipment, nor shall the carrier be deemed an agent of Retisoft.

3.2. Delivery Schedule & Shipment

Retisoft shall deliver the Products in accordance with the lead times specified in the Retisoft quote. In the absence of specific shipping instructions, Retisoft will ship by the best method. Transportation charges to Retisoft FAT site and to Partner site will be collected, or if prepaid, will be subsequently invoiced to Partner at cost. Unless otherwise expressly stated, Partner is obligated to obtain insurance against damage to the material being shipped.

  • Onsite Installation and Acceptance

All Products and Services shall be subject to acceptance testing as set forth below where applicable.

4.1. General

Retisoft shall provide a Statement of Work (SOW) to Partner after Acceptance of Order. Upon receipt of Statement of Work, the Partner must approve the SOW in writing within five (5) business days from Retisoft notification or propose changes to the SOW. Partner must designate authorized personnel at the Partner site to participate in the installation. Retisoft will provide a list of designated Retisoft Authorized Engineers to perform the Installation Services.

4.2. Genera Installation

Genera installation will include:

  • Required Instrument connections and drivers listed in Retisoft Quote.

  • Partner defined process set up with required activities (“Test Process”).

  • Workspace viewer set up according to the system layout.

  • Robotic Arm Teach Pendant.

Retisoft shall not be held responsible for any Custom development required for data handling unless specified in the Retisoft quote, in which case such development will be done according to the specifications provided by the Partner.

4.3. Hardware Installation

Retisoft will remain responsible for System Hardware installation where applicable in accordance to the Retisoft quote. All Hardware components (tables, hardware accessories, status lights, Genera PC) and laboratory devices listed in Retisoft Quote will be part of the deliverables and installed by Retisoft Authorized Engineers. See Section 4.7.

4.4. System integration requirements

Partner is responsible to provide a complete list of system requirements to Retisoft Team. Retisoft is solely responsible for system layouts designed by Retisoft Engineering team. Retisoft System layout and engineering are hereby deemed “Confidential Information” between Partner and Retisoft.

4.5. Training

Retisoft will provide Genera training to Partner as stated in the Retisoft quote. Partner location to be listed in the Partner Purchase Order and Retisoft Statement of Work. It is Partner responsibility to ensure free access to the Training Area at the Partner Lab on the scheduled Training Date and to ensure that all required services are available. Retisoft reserves the right to charge additional fees if engineers are required to spend additional time on site due to the unavailability of access, site personnel or services.

Retisoft to provide the specified number of days of onsite training according to the Retisoft Quote.

  • Training includes:

  • Genera features overview.

  • Process and schedule set up.

  • Error recovery.

  • Teach pendant overview.

  • Workspace viewer.

  • Genera Custom Programing Language.

4.6. Performance acceptance test

4.6.1. Genera performance test

A standard performance test is included with the Retisoft quote.

Retisoft Standard Performance test includes:

  • Driver performance and connectivity to all Instruments included in the Retisoft software quote.

  • Performance of one Partner defined process (“Test Process”).

  • Robotic Arm Teach Pendant.

Partner shall provide all required labware to be tested with Genera process. Retisoft shall not be held responsible for testing labware substitutions during the Performance Test.

During and after the performance test run, Retisoft will be responsible to provide modifications, fixes or driver updates to Partner to meet with the performance quality outlined in the requirements document provided by Partner. Retisoft will provide documentation to be signed by Partner and Retisoft authorized representative at the time of system installation delivery.

Partner must ensure that all devices are available and ready for integration and testing. Retisoft will not be held responsible for any delays due to unavailability of the system devices.

System Factory Acceptance Test (FAT) is not included unless specified in the Retisoft quote. For Partners requiring a FAT, it will be performed at Retisoft authorized site. Only Partner methods outlined in the Partner’s Request For Proposal (RFP) or Partner requirements document will be included in the FAT. Any modifications to the requirements are subject to Retisoft approval and revision of Retisoft quote.

System Site Acceptance Test (SAT) is not included unless specified in the Retisoft quote. For Partners requiring a SAT, it will be performed at the Client site. Only Partner methods outlined in the Partner’s Request For Proposal (RFP) or Partner requirements document will be included in the SAT. Any modifications to the requirements are subject to Retisoft approval and revision of Retisoft quote.

4.7. Exclusions

Retisoft shall not be held responsible for system components not included in a Retisoft quote. For Hardware and Software components and Services that are purchased under separate agreements with Third-party system integrators (“Automation Partner”), instrument vendors or engineered by in-house automation teams, Partner shall provide a detailed list of all system components and a schedule of installation dates to Retisoft.

Genera performance test, FAT and SAT do not include testing of any biological samples. Results provided after performance test are solely for device and driver performance, software performance and “test process” performance. Data Results of “test process” are not based on biological sample testing.

  • Changes and Cancellations

5.1. Change Control for Changes and/or Additions Out of Scope Efforts

Should project objectives or requirements exceed the defined deliverables identified in Retisoft Quote, all parties will utilize the Change Control process outlined in Retisoft Statement of Work (SOW) to refine and define additional time, cost, and schedule impact to meet proposed workloads/deliverables and time frames. As such situations occur, each change will be documented, and if such change is deemed to alter the time required to complete the project or its cost, the change will be acknowledged by both parties, and the cost and or time estimates updated accordingly by both parties’ acceptance. All noted changes must be formally accepted prior to executing the change.

5.2. Permitted Cancellation

Any order for Products such as Software Products (Genera licenses, existing drivers) and standard Retisoft plate hotels and any order for Software Services (onsite software support, onsite software training, onsite software maintenance) may be cancelled by Partner without a charge by providing written notice to Retisoft within five (5) days from acceptance of order from Retisoft.

5.2.1. Exclusions

Any order for Flex robotic arm, Flex products, any third-party devices listed in the Retisoft quote and any custom products and services specifically engineered and developed for Partner’s project including but not limited to work-cell tables and enclosures, instrument shelves, custom gripper tools, custom plate storage, custom software features and new driver development, FAT and SAT can be cancelled by Partner for a charge. Refer to Section 5.4

5.3. Cancellation with Prior Approval

Retisoft must receive Partner’s cancellation request within five (5) business days from acceptance of the order from Retisoft for a cancellation request with no penalty to be considered. After five (5) business days refer to Section 5.4.

5.4. Cancellation Chargesg>

In the event that Partner cancels an order after the stated cancellation period in Section 5.2, a minimum of 40% of the total price of the cancelled products will be charged. In the event that Partner cancels an order related to Section 5.2.1 and after the stated cancellation period in Section 5.3, a minimum of 40% of the total price of the cancelled products will be charged. Retisoft reserves the right to review the status of the order and bill Partner for all costs related to the price of the cancelled products together with the cost of all labor applied to such material, non-recurring engineering expenses, cancellation costs payable by Retisoft to its suppliers, and any other costs incurred by Retisoft relating to such cancellation. All amounts shall be payable in U.S. dollars and are due immediately upon acceptance of the cancellation request. Retisoft does not accept cancellations for any projects that are in the FAT or SAT stage.

  • Returns

Orders for Products are non-returnable and non-refundable. Products can only be returned when they are defective and only for exchange subject to the terms of the Product Warranty, Section 8. Prior to the return of a Product, Partner must contact Retisoft support team support@retisoft.com for shipping instructions and a return material authorization (“RMA”) number.

Partner must ship the Product back in the original or equivalent packaging with the RMA number clearly marked on the outside of the box, freight prepaid. Retisoft shall not be responsible for any damage occurring in transit or obligated to accept Products returned without an RMA number and/or improperly packaged.

  • License to Use Software

7.1. Genera Software license

Partner acknowledges that the Genera software comprising a Product or accompanying the Products sold hereunder, or provided in connection with Services (collectively, the “Software”) are licensed and not sold to Partner. Each Genera software license is solely tied to the assigned Genera PC. Retisoft hereby grants Partner a temporary, single, limited, nontransferable, and royalty-free license to use and execute a single copy of such Genera Software license and related documentation to enable the use of all Products and Services hereunder.

Upon receipt of full payment, Retisoft will provide a permanent, limited, nontransferable, and royalty-free Genera software license to be installed on the assigned Genera PC. In the event that Partner will require the issuance of a replacement license, Partner must justify such a request and notify Retisoft of any the changes to the Genera PC (i.e. operating system upgrades, hardware upgrades, damage). Retisoft reserves the right to request certified documentation and additional proof of the changes. If documentation cannot be provided, Partner must pay Retisoft 50% of the Genera licensing fee.

Except as set forth herein and in any applicable quote, Partner shall not use the Software or related documentation for any other purpose without the express prior written consent of Retisoft. Partner shall not, nor shall it permit any employee or agent of Partner to, adapt, modify, copy (except to make a backup copy), reproduce, reverse engineer, decompile, disassemble, distribute, prepare derivative works based on, or demonstrate the Software or related documentation in any way. Partner shall not license, sublicense, resell or otherwise transfer the Software or related documentation to any third party. Retisoft shall retain all right, title, and interest in and to the Software, and Partner shall receive no rights to the Software except as expressly provided herein. No license to use the source code of the Software is provided hereunder.

  • Warranties and software support; Disclaimer of Warranties

8.1. Hardware Product Warranty

Retisoft Standard Warranty conditions shall apply to all Products manufactured by Retisoft and sold to the Partner under Retisoft quote. The warranty shall be for a period of twelve (12) months from the shipment to the Partner site. Retisoft warranties that all Products shall be free from defects in material and workmanship and will conform to the applicable specifications attached to each applicable quote, under normal use and service when correctly installed and maintained.

During the warranty period, Retisoft will promptly repair or replace, at Retisoft’s sole discretion, any Product or part that is defective or fails to adhere to published specifications contained in the Retisoft quote. For warranty service requiring the return of a Product or part to Retisoft, see Returns, Section 6.

Retisoft shall, as soon as is reasonably practicable, and without prejudice to any other rights of the Partner, remedy the defect, provided that if Retisoft cannot remedy such defect within a reasonable amount of time, Retisoft shall, at Partner’s request, issue or replace the faulty Product(s) for a Product with substantially equivalent functionality to comply with Partner requirements at no additional charge. Where practicable Retisoft will remedy any defects of the product provided by Retisoft at the site of the Partner’s location of the particular product but may demand that the products to be returned to Retisoft premises should this, in the view of Retisoft, be required.

8.1.1. Exclusions

Specifically excluded from this warranty are defects caused by unusual physical, thermal, or electrical stress, improper installation, misuse, abuse, storage, transportation or accidental damage, water leakage, operator error and operation of the equipment outside of its normal range of operation. This warranty does not apply to consumable items, damage to robot gripper tools, Partner written macros, any instruments or hardware not manufactured by Retisoft, networking issues or any Partner installed applications.

Retisoft shall have no liability or obligations if:

  • The Partner has not notified Retisoft in writing of any non-conformity including a detailed explanation of any alleged deficiencies.

  • The Products have been unpacked, uncrated, installed, modified, altered or changed by any person other than a Retisoft authorized representative.

  • The Partner has not implemented new releases of software as requested by Retisoft.

On-site repair service is not covered under the foregoing warranty. On-site service can be requested and purchased for an additional fee.

8.2. Service Warranty

Retisoft represents and warrants that: (a) it shall provide the Services with reasonable skill and care in accordance with industry standards to be reasonably expected from a competent and professional provider of the Services; (b) the Services will be provided in accordance with the specifications set forth in these Terms and Conditions and each applicable Retisoft quote; and (c) the Services will comply with all applicable laws and Partner specifications set forth in the applicable Retisoft quote; and (d) the Services will not knowingly infringe on the proprietary rights of any third party.

8.3 Software Warranty

SOFTWARE is provided on an “as is” basis without warranty of any kind, expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. The person using the software bears all risk as to the quality and performance of the software. RETISOFT will not be liable for any special, incidental or consequential damages whatsoever arising out of the use of or inability to use Software, even if RETISOFT has been advised of the possibility of such damages. In no event shall RETISOFT liability for any damages ever exceed the price paid for the licence to use the software, regardless of the form of the claim.

8.4. Genera yearly software maintenance and support

8.4.1. Offsite software maintenance and support

Genera Yearly Offsite Software Maintenance and Support Plan will start upon signing the Retisoft Automation Partnership Program (RAPP). Support plans will be offered to Partner at increments of 12 months from the Partnership signing date. Within this coverage term, Partner will receive the services listed in section 8.4.1.1

Support Requests should be initiated by emailing the support team at support@retisoft.com or by filing a support request via the “Contact Us” section of the Retisoft website (www.retisoft.com). Retisoft will attempt, at its best, to reply within 24 hours during business days excluding holidays and weekends.

Offsite technical support will be performed via remote connection to the Genera PC. Partner must ensure access to the Genera PC via remote desktop connection (i.e. TeamViewer, WebEx) Licenses for TeamViewer, WebEx or other remote connection applications are not included within the Genera software package.

8.4.1.1 Offsite Software Maintenance and Support includes:

Technical support:

  • Technical Support with setting up and testing instrument driver connections.

  • Technical Support with setting up the robotic arm teach pendant.

  • Technical Support with workspace layout modification/creation.

  • Technical Support with instrument driver troubleshooting.

  • Technical Support with process workflow troubleshooting.

  • Technical Support with activity programming troubleshooting.

  • Technical Support with Software bug fixes.

  • Technical support related to software patches to solve critical errors affecting system performance.

  • Software updates (within the same major software version purchased by Partner). This will include Driver updates, feature updates and improvement. Only available while Support Agreement is enforced.

  • Guidance with general inquiries regarding the operation of Genera Software.

Online Training:

  • Online training sessions, each for up to 1.5 hours twice a year. Training sessions must be scheduled 72 hours in advance to warranty availability.

  • Access to Retisoft HUB. The Partner, and/or partner customers will also have access to Retisoft’s educational training platform “Retisoft HUB”. These training videos provide general and in-depth learnings about Genera Scheduling Software. In this platform, the Partner, and/or Partner customers will have access to Retisoft user forum. For each individual account created within the HUB, it’s understood that Partner agrees and accepts Retisoft’s terms and conditions, located here: https://retisoft.com/hub/terms/

8.4.1.3. Exclusions

  • Development of new process workflows will be subject to development fees.

  • Development of new Genera software programs.

  • Addition/Development of new features not defined in the scope of work and proposed in the Retisoft Quote.

  • Addition of new instrument drivers or driver updates not included in the Retisoft Quote.

  • Troubleshooting instrument issues unrelated to the Genera instrument driver (i.e. Hardware issues on devices not sold by Retisoft or not covered by Retisoft Maintenance Agreement).

  • Custom development related to database/LIMS unless specified in the Retisoft quote.

8.4.2. Offsite software maintenance and support conditions

Partner must notify Retisoft of any software upgrades or changes to any device or Genera PC. Retisoft is not responsible for supporting updates of third-party software. Any device upgrade must be notified to Retisoft prior to the upgrade date and Retisoft must receive proper documentation and schedules for software changes.

Retisoft reserves the right to request Genera installation backups or Genera installation files for technical support and troubleshooting purposes only. The Partner is responsible for creating backups on a regular basis and keep them in an internal repository.

Retisoft will inform the Partner of operating system requirements for Genera PC. Failure to follow those requirements might result in poor system performance. Retisoft will not be responsible under this support agreement to resolve issues related to upgrades to operating system in the Genera PC.

8.4. Support Plan Renewals

Additional support plans can be purchased in yearly increments. Retisoft will inform the Partner of support agreement renewals 30 days prior to the expiration date of the Genera Yearly Offsite Software Maintenance and Support plan. Cost and support plans options will be listed in a Retisoft Quote and accompanied by Retisoft Support and Maintenance.

8.5. Onsite software maintenance and support

On-site software support service is not covered under the foregoing agreement. After on-site installation and training, On-site service can be requested and purchased for an additional fee.

8.6. DISCLAIMER OF WARRANTIES; EXCLUSIVE REMEDY

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, RETISOFT MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, REGARDING THE PRODUCTS, SOFTWARE OR SERVICES. RETISOFT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE PRODUCTS, SOFTWARE OR SERVICES. RETISOFT DOES NOT WARRANT THAT THE SOFTWARE WILL FUNCTION PROPERLY IN COMBINATION WITH OTHER EQUIPMENT, HARDWARE AND/OR SOFTWARE, WILL BE ERROR FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. THE OBLIGATIONS OF RETISOFT SET FORTH IN THIS SECTION 8 SHALL BE RETISOFT’S SOLE LIABILITY, AND PARTNER’S SOLE REMEDY, FOR BREACH OF THE FOREGOING WARRANTY. IN THE EVENT THE REMEDIES PROVIDED FAIL OF THEIR ESSENTIAL PURPOSE, RETISOFT SHOULD HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO REFUND THE MONEY PAID FOR THE PARTICULAR PRODUCT LESS A REASONABLE AMOUNT FOR ITS USE.

  • Indemnity

Partner will defend, indemnify and hold Retisoft harmless from any and all claims, losses, liabilities, damages, expenses, and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Partner and incorporated into the Retisoft Products or Services.

Retisoft shall indemnify, defend and hold harmless Partner, its affiliates, and its and their respective officers, directors, employees and agents (collectively, the “Partner Indemnitees”) against any third party claims, liabilities, costs, damages, judgments or expenses (“Claims”), including reasonable attorneys’ fees for defending those Claims, to the extent such Claims actually or allegedly arise out of or relate to (a) performance of the Products or Services (except to the extent such claims result from Partner’s breach of these Terms and Conditions, a quote, or a Partner Indemnitee’s negligence or willful misconduct); (b) Retisoft’s negligence or willful misconduct in performing obligations under these Terms and Conditions; (c) Retisoft’s breach of these Terms and Conditions; or (d) infringement or misappropriation of any third-party copyright, trademark, patent, trade secret or other intellectual property or proprietary right arising out of or related to the Products, Services or Software.

The foregoing indemnity shall not apply to the extent any claim of alleged or actual infringement arises as a result of the use or incorporation by Partner of a Product, Service or Software in a manner or in combination or in conjunction with any other products, devices or parts not specified in Retisoft SOW therefore, or Retisoft’ s compliance with any of Partner’s designs, specifications or instructions. In the event that a court of competent jurisdiction determines in a final, non-appealable order that the Product, Services or Software are infringing in a manner for which Retisoft is obligated to indemnify Partner pursuant to this Section 9, Retisoft shall, at its option, either (1) procure for Partner the right to continue using such infringing Product or Software; (2) replace the infringing Product or Software with a non-infringing item of like form, fit or function; (3) modify the Product or Software so that it no longer infringes; or (4) remove the Product or Software and refund the purchase price to Partner.

  • Ownership

10.1. Partner Rights

Unless otherwise specifically agreed to in writing by the Partner and Retisoft, as between the Partner and Retisoft, Partner retains all rights, title and interest in and to all specifications provided by Partner to Retisoft, any Partner development Services specified in a quote and all inventions, ideas, processes, methods, know-how, skills and techniques independently developed, discovered or conceived by Partner or its employees, and any intellectual property rights in and to any of the foregoing (the “Partner Rights”). Such rights include, but are not limited to, patent rights, copyrights, trade secret rights, trademark rights, mask work rights and other proprietary rights throughout the world. Partner will retain all rights, title and ownership for all scientific methods developed by Partner or with the support of Retisoft application team. All data resulting from Retisoft automated system, will be property of the Partner and/or End User and treated us “Confidential Information” between Partner and Retisoft.

10.2. Retisoft Rights

Unless otherwise specifically agreed to in writing by the Partner and Retisoft, as between the Partner and Retisoft, Retisoft retains all rights, title and interest in and to all inventions, ideas, processes, methods, know-how, skills and techniques independently developed, discovered or conceived by Retisoft or its employees, including without limitation those developed and/or used in connection with the development and manufacturing of the Products or performing Services hereunder which are not Partner Rights (collectively, the “Retisoft Rights”). Such rights include, but are not limited to, patent rights, copyrights, trade secret rights, trademark rights, mask work rights and other proprietary rights throughout the world.

  • Confidentiality

These Terms and Conditions are entered by Retisoft and Partner and set forth certain terms to facilitate projects between the parties. The parties have also entered into a Non-disclosure Agreement signed (NDA) by both parties and make it effective at the signed date stated in the NDA document. Terms of that nondisclosure agreement remain in force and effect and cover the exchange of confidential information by the parties in connection with these Terms and Conditions.

  • Exceptions to Performance

Retisoft’s performance of its obligations will be excused or the timeframe for performance will be extended as is reasonably necessary under the circumstances, in the event that Retisoft is prevented from performing its obligations in whole or in part by riots, fire, flood, earthquake, explosion, epidemics, war, strike or labor disputes, embargo, civil or military authority, act of God, changes in law, regulation or governmental policy, acts or omissions of vendors or suppliers, transportation difficulties or delays, or other causes beyond its reasonable control. In the event that Retisoft is prevented from or delayed in performing its obligations for reasons beyond its control, such performance shall take place as soon thereafter as is reasonably practicable. Failure of the Partner to provide timely response to technical information requests from Retisoft may also result in delivery delays. Retisoft shall inform the Partner in writing as soon as practicable of the reason for the delay and the anticipated new delivery date.

  • Export

Partner acknowledges and agrees that the intended destination for the Products and Software encompasses global markets, unless specified otherwise in the Retisoft Partnership Agreement. Partner shall not, and shall not authorize or permit its employees or agents to export any products or services to any foreign entity or country without first adhering to all relevant international laws, regulations, or ordinances.

  • Severability

If any provision of these Terms and Conditions is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall remain, nevertheless, in full force and effect. The parties agree to renegotiate in good faith any term held invalid and to be bound by the mutually agreed substitute provision in order to give the most approximate effect intended by the parties. Partner may not assign, delegate or transfer these Terms and Conditions and/or any quote in whole or in part without the consent of Retisoft.

  • No Waiver

No waiver of any provision of these Terms and Conditions shall be valid or binding on any party unless agreed to in writing by the party to be charged. The failure of either party to enforce at any time any of the provisions of these Terms and Conditions, or the failure to require at any time performance by the other party of any of the provisions of these Terms and Conditions, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either party to enforce each and every such provision thereafter.

  • Remedies

Retisoft shall have the right to terminate any order, or to delay the shipment thereof, by reason of (a) Partner’s bankruptcy or insolvency, or the pendency of any proceedings against Partner under any statute for the relief of debtors; (b) Partner’s breach of these Terms and Conditions; (c) Retisoft’s learning that the ultimate destination of the Products is other than that set forth in the Retisoft Partnership Agreement, or (d) failure of Partner to meet any other reasonable requirements established by Retisoft (including acts or omissions of Partner which may delay production).

  • Governing Law; Jurisdiction and Venue

These Terms and Conditions shall be construed under and according to the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions. The parties agree that jurisdiction and venue for any actions relating to these Terms and Conditions will be in the province and federal court located in Canada. Each party hereby irrevocably submits to the exclusive jurisdiction of the Province of Ontario, Canada, for the adjudication of any dispute hereunder or in connection herewith and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper.

  • Attorney’s Fees

In the event of any action, suit or proceeding relating to the subject matter hereof, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorneys’ fees and related costs from the non-prevailing party.

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Eric Padilla
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Elizabeth Rodziewicz
Johnson and johnson
molecular-devices
prime-medicine
Bristol Myers Squibb
Duke_University
Biogen
upside-foods
Corteva logo
Novo Nordisk
Natera
Broad Institute
Genomatica
Ribobio
DU Point
Abwiz Bio
Statens Serum Institute
Conagen
Sanofi
Duke University
Rigel Pharmaceuticals, Inc.
Pohang University of Science and Technology
The University of Chicago
Canada NRC-CNRC
cheo
BASF Logo
Eric Padilla
Regeneron Logo
Elizabeth Rodziewicz
Johnson and johnson
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