Terms and Conditions

A. ACCEPTANCE OF THESE TERMS & CONDITIONS

A.1 These Terms & Conditions govern the sale of the Products by MCQ. By signing the Purchase Order, by placing an order, or by accepting delivery of the Products, the Purchaser acknowledges having read, understood and accepted these Terms & Conditions in full, and they form an integral part of the Agreement.

A.2 Pursuant to and for the purposes of Articles 1341, second paragraph, and 1342 of the Italian Civil Code, the Purchaser expressly declares that it has read and specifically approves in writing the following provisions, each of which is set out in a separate clause for this purpose: Article 5.1 (exclusion of set-off and of the right to raise counterclaims), Article 6.2 (exclusion of liability for delay in delivery), Article 6.3 (assignment of resale proceeds), Article 6.4 (forfeiture of claims for failure to give timely notice of defects), Article 7.1 (express termination clause), Article 7.2 (liquidated damages), Article 7.3 (right to suspend performance and to rescind), Article 9.5 (automatic forfeiture of the Warranty), Article 9.6 (scope of the Warranty), Article 10.1 (term of the Warranty), Articles 11.1 to 11.7 (exclusions of the Warranty, exclusions and limitations of liability and cap of liability), Articles 11.8 to 11.13 (allocation of operating responsibilities and related exclusions of liability), Article 12.8 (retention of the Product in the absence of a reply), Article 13 (indemnification), Article 17.2 (prohibition of assignment) and Article 19.1 (exclusive jurisdiction of the Court of Rome).

A.3 By using this Site, you signify your acceptance of these Terms & Conditions as published. Your continued use of the Site following the posting of changes will be deemed your acceptance of those changes. This Article A.3 applies to the use of the Site only and does not replace or limit the acceptance required under Articles A.1 and A.2 in relation to the purchase of the Products.

1. OBJECT OF THE AGREEMENT

1.1 MCQ S.r.l. ("MCQ" or "Seller") will provide the client (the "Purchaser") with the products (the "Products") listed in the purchase order (the "Purchase Order"), according with and subject to the terms and conditions of this Agreement (the "Agreement"). The Agreement includes the Purchase Order and the present general terms and conditions attached thereto (the "Terms & Conditions").

2. AMENDMENTS

2.1 Any cancellation of or amendment to any Purchase Order, refusal to take delivery or return to any conforming Product purchased hereunder shall be made in writing, countersigned by MCQ and subject to a cancellation fee in accordance with MCQ's policy in effect at the time.

2.2 For the purpose of this Agreement, notices shall be deemed properly given if sent by facsimile, registered mail with return receipt, overnight courier and hand-delivery.

3. PRODUCTS

3.1 The Products are sold to the Purchaser on the basis of the indications included in the Purchase Order. Unless otherwise agreed in writing, in order to promote their safe and effective use, all Products are provided solely for use or consumption by the Purchaser and the Purchaser shall hold harmless and indemnify the Seller against any claim from third parties related to the resale, transfer or use of any such Products.

3.2 The Purchaser acknowledges that the Products fit with the specific scope for which the Purchaser intends to use the Products, accepting any and all risks.

3.3 Intended Use. The Products are laboratory instruments for the mixing and/or delivery of gases. The Products are NOT medical devices within the meaning of Regulation (EU) 2017/745 and are not designed, validated or intended for diagnostic, therapeutic or patient-treatment purposes, nor for direct contact with patients. The Product delivers solely a gas mixture of the set composition, analogously to a cylinder of pre-mixed gas, and requires further instruments, devices and procedures, under the Purchaser's sole responsibility, for any downstream application.

3.4 Suitability and Purchaser's Responsibility. The Purchaser is solely responsible for assessing, validating and qualifying the suitability of the Product for its specific process, including any use in clinical settings, research on biological material, in-vitro fertilization (IVF) or cell culture. Where the Purchaser integrates the Product into any such process, it does so at its sole responsibility and assumes all related risks, and MCQ shall bear no clinical, medical, healthcare or regulatory liability in connection with such use.

3.5 Representations and Labelling. The Purchaser shall not (i) relabel, rebrand or present the Product as a medical device, or (ii) make any performance claim or warranty not expressly stated in MCQ's published documentation. Any such representation is made solely by the Purchaser, at its own risk, and the Purchaser shall indemnify MCQ in respect thereof.

3.6 Regulatory Compliance in the Territory. The Purchaser is solely responsible for obtaining any registration, authorisation, import permit or approval required to import, market or use the Product in its territory, and for compliance with all applicable local laws, including product-registration, customs and duty obligations. MCQ makes no representation that the Product meets the regulatory requirements of any jurisdiction other than as stated in its documentation.

4. DURATION

4.1 This Agreement shall be valid and in full force for the period indicated in the Purchase Order.

5. PRICES AND PAYMENT TERMS

5.1 The Purchaser shall pay to MCQ the amounts specified in the Purchase Order (the "Amount"), according to the payment terms indicated thereto. The Purchaser shall not be entitled to make any deduction from payments due to MCQ on account of any alleged set-off or counter claims.

5.2 Unless otherwise agreed in writing, all prices are EXW.

5.3 In case of late payment of the Amount or of any amount due by the Purchaser to MCQ pursuant to this Agreement, the Purchaser (i) shall pay to MCQ statutory interests for late payments on commercial transactions as provided by the law or, if not applicable, legal interests (interesse legale), each increased by 2.5% and accrued on the amounts due and unpaid, and (ii) shall refund MCQ with all costs and expenses incurred by the latter in connection with recovery of the amounts due (including legal expenses).

5.4 Without prejudice to any of Article 6 and Article 7, MCQ is entitled to not deliver the Products in the event the payment of the Amount is not received by MCQ within 30 (thirty) days of the Expiration Date indicated in the Purchase Order.

6. DELIVERY

6.1 Any delivery dates set out in the Seller's order confirmation or acceptance are estimates. The Seller cannot guarantee delivery on a specific date. Delivery may be made in installments and may be extended as long as the Purchaser is delayed in the performance of any obligation to the Seller. If the Purchaser refuses to accept delivery of Products or any installment thereof, the Seller may, without prejudice to its other rights, arrange for the storage of the Products at the expense and risk of the Purchaser.

6.2 Liability for delay. The Seller shall not in any circumstance be liable for any loss or damage whatsoever due to delay in delivery (including pursuant to installments) however occasioned, unless the same was attributable to the Seller's gross negligence or willful misconduct.

6.3 Title, risk and retention of title. All title and risk of loss or damage passes to the Purchaser at the time the Products are first made available to the Purchaser for shipment. The Seller shall retain title to the Products delivered to the Purchaser until the Purchaser has performed all its obligations under any sale agreement with the Seller. In the event of any re-sale by the Purchaser of any goods manufactured out of the Products sold by the Seller, the Purchaser assigns to the Seller all proceeds from their sale.

6.4 Inspection and Notice of Apparent Defects. The Purchaser shall inspect the Products immediately upon delivery and shall notify MCQ in writing of any apparent defect, shortage or transport damage within 8 (eight) days of delivery, failing which the Purchaser shall forfeit any related claim and the Products shall be deemed accepted. Any claim for hidden defects must be notified within 8 (eight) days of discovery, failing which it shall likewise be forfeited, and is in any event subject to the warranty procedure set out in Articles 9 to 12.

6.5 Force Majeure. MCQ shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause beyond MCQ's reasonable control, including acts of God, war, terrorism, epidemics, strikes, shortage of materials or components, supplier default, energy or transport disruption, and acts of public authority. MCQ's obligations shall be suspended for the duration of the event, and MCQ may terminate the affected Purchase Orders without liability if the event persists beyond 60 (sixty) days.

7. TERMINATION

7.1 Without prejudice to any termination right provided by the law or this Agreement, according to Article 1456 of the Italian Civil Code, subject to a prior communication by registered mail from MCQ, this Agreement shall be deemed terminated (i) after 45 (forty-five) days from the Expiration Date indicated in the Purchase Order, or (ii) in case of breach by the Purchaser of any of his obligations under Articles 12, 13, 14, and 15.

7.2 Without prejudice to Articles 5.2, 5.4 and 7.1, in any case of termination of this Agreement by MCQ according to any of the provisions of this Agreement or by the law, MCQ shall be entitled to receive from the Purchaser, and the Purchaser shall pay MCQ, a lump sum equal to the unpaid part of any Amount due in connection with this Agreement by way of liquidated damages, without prejudice to any additional damages to MCQ.

7.3 If Purchaser does not fulfill its obligations, does not fulfill them timely or adequately, is declared bankrupt, requests (temporary) moratorium or proceeds with the liquidation of its business, as well as when its assets are attached in whole or in part, the Seller has the right to suspend the performance of any obligation hereunder or to rescind the agreement in whole or in part, without prior notice or default, by written declaration, at its option and always reserving any rights to which it is entitled with respect to compensation for costs, damage and interest. In these cases, all of the Seller's claims against the Purchaser are immediately and totally due. The Purchaser is authorized to rescind the agreement only in the events referred to in these terms and conditions, and then only after payment to the Seller of all amounts owed to the Seller at that time, whether due or not.

8. BREACH

8.1 Without prejudice to Articles 5.2, 5.4 and 6, in the event the Purchaser does not fulfill his obligations under this Agreement for any cause or reason, MCQ is entitled to set by registered mail a final term for the Purchaser to remedy to the breach of the Agreement. Such final term shall be set not earlier than 20 (twenty) business days after the date on which the Purchaser receives the communication from MCQ.

8.2 In the event the breach of the Agreement is not remedied by the Purchaser within the final term set forth according to Article 8.1, this Agreement shall be deemed terminated and the Purchaser shall pay MCQ any Amount due as of the termination date as well as any additional amounts due by the Purchaser pursuant to this Agreement including those indicated in Article 7.2.

9. WARRANTY

9.1 MCQ ensures that the Products are free from material and/or production defects occurring during normal use of them (the "Defects").

9.2 Should any alleged Defect occurs within the Term (as defined below) and the Purchaser submits the Notice (as defined below) according with Art. 12, MCQ has the right, at its sole discretion, to either replace or repair the Product, after the performance of a technical assessment of the actual existence of the Defect (the "Warranty").

9.3 If MCQ decides for replacing the product, MCQ has the right, at its sole discretion, to deliver to the Purchaser either a new product or a functionally equivalent product.

9.4 If MCQ chooses the replacement option, the Product shall be promptly returned to MCQ.

9.5 Any tampering with, removal of or damage to the warranty seal on the Products will immediately and automatically forfeit the Warranty.

9.6 Scope of the Warranty. The Warranty applies only where the Product has been used in full compliance with the specifications, parameters, operating limits and conditions set out in the user manual. Any use, operation, setting or environmental condition deviating therefrom falls outside normal use and is not covered by the Warranty, irrespective of intent or fault.

10. TERM OF THE WARRANTY

10.1 The Warranty shall remain valid for a period of 13 (thirteen) months from the date of purchase (the "Term").

10.2 In order to ascertain if the Product is covered by the Warranty, the Purchaser shall submit to MCQ the invoice which was originally released at the time of sale that includes the date of purchase, the model and serial number of the Product for which an assistance covered by the warranty is requested.

11. EXCLUSIONS AND LIMITATIONS

11.1 The Purchaser acknowledges that MCQ shall not guarantee for:

a. uninterrupted operation of any of the Products;
b. error-free operation of any of the Products.

11.2 The Purchaser agrees that:

a. the Product's repair and/or replacement, as provided under the Warranty, do not involve any extension or renewal of the Term of the Warranty;
b. both the Product's repair and replacement, performed under coverage of the Warranty, can also be realized using parts or units not identical but functionally equivalent to that of the Product subject to repair or replacement;
c. the Warranty shall not be extended to cases other than the Defects;
d. the Warranty shall not apply and it is expressly excluded, where the alleged Damages result from damage, misuse, tampering, negligence, alterations or repairs of the Products which have been performed by unauthorized persons;
e. the Warranty shall not apply and, therefore, it is expressly excluded, in case of inspections, maintenance, repair and replacement of parts of the Products resulting from natural wear and tear.

In particular, but not limited to, the Purchaser agrees that the Warranty shall not be recognized in case of any defect or damage caused to and/or arising from:

i. any use, operation, setting or condition of the Product that does not conform to the specifications, parameters, operating limits or instructions set out in the user manual, regardless of whether such non-conformity constitutes misuse;
ii. using any of the Products under conditions other than usual;
iii. using any of the Products under environmental conditions other than those listed in the user manual;
iv. operating any of the Products above the maximum rated pressure or outside the flow, pressure, gas-type or other operating specifications stated in the user manual or datasheet;
v. misuse and/or improper and/or unauthorized use of any of the Products other than that provided in the user manual;
vi. performing, in general, any alteration and/or change to any of the Products;
vii. maintenance execution carried out by parties other than MCQ for any Product;
viii. any defect, damage or loss of accuracy arising from the Purchaser's failure to perform the periodic maintenance and the annual recalibration recommended by MCQ;
ix. execution of controls carried out by entities other than MCQ and/or any improper operation involving any Product;
x. performing an improper and/or inadequate calibration, and not executed and/or authorized by MCQ;
xi. performing an improper and/or inadequate calibration, and/or executed with gases other than those specified in the user manual;
xii. using any of the Products with gases other than those specified in the user manual or in the Purchase Order, or with gases exceeding the purity or maximum concentration limits stated therein;
xiii. performing an improper or inadequate removal and/or intervention on any of the Products, and not executed and/or authorized by MCQ;
xiv. repairing and/or opening of any of the Products to be performed by people not authorized by MCQ;
xv. abuse or misuse, including but not limited to, the inability to use any of the Products for common purposes or in accordance with provisions listed in the instructions for use and maintenance provided by MCQ;
xvi. using any of the Products together with accessories not approved by MCQ as suitable and/or compatible with it;
xvii. using tubing, fittings or connections that do not conform to the type, material or specifications stated in the user manual;
xviii. using not dry gases;
xix. failure to perform the cleaning, purging or decontamination procedures prescribed in the user manual, including the mandatory purge with a high flow of nitrogen for at least 30 (thirty) minutes before and after the use of any gas other than N2, He or air, and before any change of gas type;
xx. corrosion, oxidation or any chemical modification process;
xxi. malfunctioning of any of the Products arising from incorrect installation or use not in line with technical or safety standards currently in force, or made in violation of instructions contained in the user manual;
xxii. force majeure events such as, for example, natural disasters and/or any other extreme weather conditions and/or external causes, which are beyond MCQ's control, even if caused by lightning, water, fire, terrorist activity, riots, improper ventilation, acts of any governmental authority, site or building blockades, transport or work interruptions or work slowdowns and lock out, machine breakdown, accidents and interruptions of business operations or any delay in the provision to MCQ of parts, goods or services ordered to third parties;
xxiii. moisture, liquid and any infiltration including those of beverages and/or food;
xxiv. normal and/or natural wear and tear;
xxv. shipment of any of the Products for whatever reason and purpose.

11.3 The Purchaser expressly agrees and acknowledges that the Warranty constitutes the sole and exclusive legal warranty provided and recognized by MCQ and it replaces and excludes any other expressed and/or implied, oral and/or written, legal warranty. In particular, without prejudice to any limit provided by applicable law to sales of the Product and by specific legislation protecting consumers, it is understood that, among others, it is considered unrecognized and excluded, either for implicit or explicit defects, any warranty on marketability, satisfactory quality, suitability for use and specific purposes.

11.4 The accuracy of the measurement/mixing of the Product indicated by MCQ refers to the time of sale of the Product and for a period of three months from the delivery, provided that the Product is used correctly. The accuracy of the product measurement is closely linked to its proper use and the timely execution of the ordinary maintenance activities recommended by MCQ, and may be subject to change depending on how the Product is utilized by the Purchaser. MCQ shall not be held liable for any direct or indirect damages incurred by the Purchaser that are in any way related to a decrease in the accuracy of measurement/mixing resulting from the failure to carry out ordinary maintenance according to the methods and timelines established by MCQ, or from improper and/or inadequate use of the Product itself.

11.5 Except for fraud or gross negligence of MCQ, in no event, MCQ shall be held liable for any damage (either direct or indirect), cost, expense, harm, loss or liability of any kind (the "Loss") suffered by and/or arising from and/or related to any defect in any of the Products, even if under warranty solved, as well as for any breach of warranty and/or any other agreement and/or arrangement and/or obligation, even if recognized and/or recognizable by law. Such Loss include, among others, damages resulting from loss of annual turnover, loss of anticipated or immediate revenue (including loss of profits arising out of contract), loss of liquidity, loss of savings, loss of business, loss of opportunity, loss of goodwill, damage to the image, loss and/or damage and/or alteration of data, any other damages even indirect and/or consequential and/or otherwise related, including equipment replacement costs and property in general, costs of recovery and/or programming and/or reproducing any program or data stored, as well as the loss, damage, deterioration, contamination or death of samples, biological material, cells, cell cultures, gametes, embryos or tissues, and any cost for their replacement, restoration or for re-running the affected process.

11.6 Should MCQ be held liable for any payment of any amount for any reason to the Purchaser in relation to or in connection with the Products or this Agreement, MCQ's liability shall not exceed a sum equal to the purchase price paid by the Purchaser for the Product concerned.

11.7 MCQ expressly disclaims (i) any damages caused by MCQ's employees, consultants, contractors or any third parties in providing the Products; and (ii) any and all legal warranties to the maximum extent permitted by the applicable law.

11.8 No Safety-Critical Reliance. The Product delivers a gas mixture and is not designed, certified or intended to act as the sole or final safety control in any application where its failure could result in injury, death or the loss of irreplaceable or biological material. The Purchaser shall implement independent monitoring, alarms, redundancy and verification measures appropriate to its application and shall not rely on the Product alone. MCQ shall have no liability for any consequence of the Purchaser's failure to do so.

11.9 Downstream Process Outcomes. The Purchaser acknowledges that the Product delivers solely a gas mixture and neither controls nor guarantees the outcome of the downstream process in which such mixture is used. In no event shall MCQ be liable, nor under any obligation to refund, indemnify or compensate, for any negative outcome of the Purchaser's or any third party's process, including, without limitation, failed cultures or the loss of embryos or biological material, even where attributable to a malfunction of the Product, the cap set out in Article 11.6 applying in any event.

11.10 Backup and Continuity. The Purchaser is responsible for maintaining an independent backup gas-supply solution, including, where appropriate, pre-mixed cylinders of a composition the Purchaser deems suitable for its process, to ensure continuity in the event of any interruption, deviation or malfunction of the Product. MCQ shall in no event be held responsible for any fault, interruption or failure of the Product, nor for any resulting loss of experiment, process or result, or loss or death of cells, cultures, embryos or biological material, the Purchaser assuming sole responsibility for implementing such backup and contingency measures.

11.11 Power Continuity. The Purchaser is responsible for providing an adequate uninterruptible power supply (UPS), back-up generator or equivalent solution to protect the Product against power interruptions, blackouts, surges or voltage instability. MCQ shall in no event be held responsible for any fault, malfunction, interruption, loss of data or downstream consequence arising from any power interruption or instability, the Purchaser assuming sole responsibility for implementing such measures.

11.12 Ventilation and Installation Environment. The Purchaser shall install and operate the Product under a suitable fume hood or extraction system whenever gases other than nitrogen, helium or air are used, such hood or system having an extraction flow rate of at least 100 m³/h as specified in the user manual. Where flammable gases (such as H2 or CH4) are used, an ATEX-compliant fume hood and all corresponding safety measures are mandatory. The Purchaser is solely responsible for ensuring that the installation environment complies with all applicable workplace-safety, ventilation and ATEX (Directive 2014/34/EU) or equivalent local regulations. MCQ shall in no event be held responsible for any injury, damage, fault or consequence arising from inadequate ventilation or extraction, or from the absence of an appropriate, including ATEX-compliant, fume hood.

11.13 Conditions of Use. The Purchaser shall ensure at all times that:

a. the Product is installed, operated, serviced and maintained only by suitably qualified and trained personnel;
b. the installation site complies with the environmental specifications set out in the user manual, including the operating temperature and relative humidity ranges, ambient pressure and maximum operating altitude, and that the Product is not located in areas subject to sudden temperature changes, excessive moisture or in proximity to equipment radiating significant heat;
c. the Product is powered only within the mains voltage, frequency and voltage-fluctuation limits stated in the user manual, and is protected as set out in Article 11.11;
d. no liquid of any kind is introduced into the tubing or the Product, and no fluid container is placed above the Product;
e. all gases supplied to the Product are dry and conform to the types, purity and maximum concentration limits set out in the user manual, including any limits applicable to gases admitted only below a stated concentration threshold;
f. the Product is not modified and no part is substituted, and no unauthorised repair, opening or intervention is performed.

Any non-compliance with Article 11.13 falls outside normal use, is not covered by the Warranty and shall relieve MCQ of any liability for the resulting damage or consequence.

12. REQUEST OF INTERVENTION UNDER THE WARRANTY

12.1 In order to request the Warranty, the Purchaser is required to promptly send an intervention application by e-mail at support@mcqinst.com, enclosing the form attached to this document as Annex 1, completed in its entirety (the "Notice").

12.2 Subject to the provisions of Article 12.1, MCQ, after the performance of a technical assessment of the alleged Defect, will evaluate at its own discretion and assessment, in the time and manners deemed appropriate, a possible return of the Product.

12.3 If a return of the Product is deemed appropriate and necessary, the Purchaser shall receive by MCQ the Return Materials Authorization form (the "RMA"), attached to this document as Annex 2.

12.4 The Purchaser shall promptly complete the RMA and return it to MCQ.

12.5 After the execution of the activities provided under 12.1, 12.2, 12.3 and 12.4, the Purchaser shall be required to return the Product by using the same carrier who performed the initial delivery of the Product, anticipating all costs, taking care to prepare all the necessary customs documentation required by the legislation of the sending nation and fulfilling any other incumbent may be required to perform the shipment.

12.6 After the receipt of the Product, on time and in the manner deemed most appropriate for the specific case, MCQ shall perform and verify the existence of the alleged Defect and shall investigate the possible causes that produced it.

12.7 Once checks referred to in Article 12.2 have been completed and the validity of the Warranty coverage have been ascertained, MCQ shall:

a. repair and/or replace and/or renovate the Product, selecting, at its sole discretion, the solution deemed most appropriate;
b. return the Product to the Purchaser, being understood that the cost of shipping shall be borne by the Purchaser;
c. reimburse to the Purchaser any shipment cost sustained in advance for the return of the Product.

12.8 In the event checks referred to in Article 12.2 have not ascertained the validity of the Warranty coverage, MCQ shall:

a. formulate a repair estimate including an indication of a possible delivery date;
b. communicate the estimate to the Purchaser.

The Purchaser, within the period of validity of the estimate, shall reply sending an e-mail at support@mcqinst.com, expressly declaring its approval of the estimate received or, alternatively, submitting a request to having the Product returned without the performance of any intervention on it. Either in case of acceptance of the estimate or request for a product return, the shipping costs shall be borne by the Purchaser. In case the Purchaser does not respond to the repair estimate within 6 (six) months from the receipt of the estimate, the Product shall be retained by MCQ.

13. INDEMNIFICATION

13.1 The Purchaser shall indemnify, defend and hold MCQ harmless from and against all damages or losses caused by third parties, and from all claims brought by anyone for any reason against MCQ, arising from or in connection with any information or data provided by the Purchaser to MCQ or any breach of the obligations provided in this Agreement by the Purchaser or in case of resale, transfer or improper use of any Product.

13.2 The Purchaser's indemnification obligations under this Article shall expressly include any third-party claim (including by patients, clinics, end users or distributors) arising from: (a) any clinical, diagnostic, therapeutic, IVF or cell-culture use of the Product; (b) any representation, claim or labelling made by the Purchaser beyond MCQ's published documentation; and (c) the loss of, or damage to, any biological material in connection with the Product. This obligation shall survive delivery, acceptance and termination of this Agreement.

14. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

14.1 The Purchaser acknowledges that nothing contained in this Agreement shall be construed as conferring to the Purchaser any license or right to enjoy, use or retain any intellectual and industrial property rights of any kind, including without limitation, trademarks, service marks, trade secrets or company reserved information, graphics and samples, copyrights, inventions, formulas, rights on hardware technologies, software, telecommunications and database, relating to or in connection with the Products, MCQ or the technological platform, being any such rights owned by MCQ.

14.2 Software Licence. Any software or firmware embedded in or supplied with the Product is licensed, not sold. MCQ grants the Purchaser a non-exclusive, non-transferable licence to use such software solely as part of the Product and in accordance with its documentation. The Purchaser shall not copy, modify, decompile, reverse-engineer or create derivative works of such software. MCQ may provide updates at its discretion and is under no obligation to do so.

15. CONFIDENTIALITY

15.1 The Purchaser shall not communicate or make available to third parties any information, data and/or content obtained from MCQ and shall not make or retain any copy of the same without the MCQ's prior written authorization.

15.2 Upon reasonable request of MCQ, the Purchaser undertakes to destroy permanently or, at the MCQ's discretion, to return to MCQ any and all information, data and/or content obtained from MCQ within 3 (three) days of the MCQ's request.

16. ELECTRONIC COMMERCE

16.1 MCQ may offer Products for sale using the internet, e-mail or other electronic communications methods. All sales of Products made using any such method will be governed by the terms of the governing sales agreement, and by any additional terms set out or referenced in MCQ's internet site or electronic communications. In the event of any conflict between the governing sales agreement or such additional terms and these Terms & Conditions, the governing sales agreement or such additional terms shall prevail. Any information provided by MCQ via any internet site or electronic communication (i) is subject to correction or change without notice, and (ii) is provided for the sole use of the Purchaser for purposes of facilitating individual transactions involving the purchase and sale of the Products. The Purchaser agrees that it shall not rely upon any such information for any purpose other than making individual purchases and shall not seek to assert such information against MCQ for any other purpose. The Purchaser specifically agrees that MCQ may issue electronic order acceptances or confirmations and electronic invoices for any purchases of the Products made using the internet, e-mail or any other electronic communications method, and agrees to honor such order acceptances or confirmations and invoices as if they had been delivered in writing.

17. GENERAL

17.1 MCQ is entitled to assign this Agreement to any subsidiary, parent company, related company or any other company in which it holds an interest without any further consent from the Purchaser which consent to such assignment is deemed to be obtained herewith.

17.2 The Purchaser is not entitled to assign to third parties this Agreement or any rights and/or obligations in connection thereto without the MCQ's prior written authorization.

17.3 Cancellation or changes to any order, refusal to take delivery or return of any conforming Product purchased hereunder, will be subject to acceptance by Seller and to a cancellation fee in accordance with Seller's policy then in effect. Neither course of performance or dealing, nor usage or trade, nor prior writings or agreements shall be used to qualify, explain or supplement any of these terms and conditions. Failure by either party, at any time or from time to time, to require the performance by the other of any term or provision hereof shall not constitute a waiver of such term or provision. The invalidity, in whole or in part, of any provision herein, shall not affect any other provision herein, each of which shall be enforced to the full extent permitted by law.

17.4 Entire Agreement. This Agreement, comprising the Purchase Order and these Terms & Conditions, constitutes the entire agreement between the parties in relation to its subject matter and supersedes any prior or contemporaneous understanding, representation or agreement, whether oral or written. In particular, these Terms & Conditions supersede and prevail over any warranty terms, conditions or limitations contained in the user manual or in any other technical documentation supplied with the Products. No amendment shall be effective unless made in writing and signed by both parties.

17.5 Export Control and Sanctions. The Purchaser shall comply with all applicable export control, customs and economic-sanctions laws and regulations. The Purchaser shall not, directly or indirectly, export, re-export, sell or divert the Product to any country, entity or person subject to restrictions or embargoes, nor for any prohibited end-use. The Purchaser shall indemnify MCQ against any breach of this Article.

17.6 Language. These Terms & Conditions are drafted in English. In the event of any discrepancy between the English text and any translation into another language, the English text shall prevail.

18. GOVERNING LAW

18.1 This Agreement shall be governed by and construed in accordance with the Italian law.

19. EXCLUSIVE JURISDICTION

19.1 Any dispute arising out of or relating to this Agreement, including disputes concerning its validity, interpretation, performance or termination, shall be deferred to the exclusive jurisdiction of the Court of Rome, Italy, to the exclusion of any other court that would otherwise have jurisdiction.

MCQ Instruments, effective date 4 August 2026.