These Terms and Conditions of Sale (the “Terms and Conditions“) apply to, and govern, the executed ordering document (such as a Purchase Order, Sales Order, Proposal, or Quote) to which they are attached, hyperlinked, or otherwise incorporated (the “Purchase Order“) by and between Accellix, Inc. (“Seller”) and the buyer listed in the applicable Purchase Order (“Buyer”). These Terms and Conditions are hereby incorporated by reference into, and made a part of, such Purchase Order. These Terms and Conditions and the Purchase Order are collectively referred to as this “Agreement“. Seller and Buyer are individually referred to as a “Party” and collectively as “Parties”. The Agreement becomes effective when the Purchase Order is fully executed by the Parties (the “Effective Date”). In consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. Description; Sale of Products. Subject to this Agreement, Seller shall transfer and deliver to Buyer, and Buyer shall accept and pay for all of Seller’s products, including but not limited to the Accellix Instrument and Software and the Accellix Assays, as set forth in the applicable Purchase Order (the “Products”), as may be agreed upon by the Parties. The Products covered by this Agreement are only those specifically identified in a Purchase Order. Additional goods and products may be purchased through an additional Purchase Order which incorporates these Terms and Conditions.
2. Purchase Orders; Pricing; Payment.

   (a) Purchase Orders. Buyer shall order Products through a Purchase Order provided by Seller, subject to these Terms and Conditions. Each Purchase Order shall specify (i) the quantity of Products being ordered, (ii) prices for the Products, (iii) payment terms granted by Seller, and (iv) a receipt date. Receipt dates must be during the term of the Agreement, except Buyer may request, and Seller may elect to accept in its sole discretion, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case the terms and conditions of this Agreement shall apply to such shipment, but under no circumstances should such shipment be deemed to be or construed as being a renewal or extension of this Agreement.

   (b) No Conflicting Terms. The Parties agree that the terms of these Terms and Conditions shall prevail over any conflicting terms and conditions in any Purchase Order or any other instrument or document provided by the Buyer. Any additional or different terms or conditions in any other instrument or submission from the Buyer shall be deemed objected to by Seller without the need of any further or additional notice of objection, and such additional or different term shall be of no effect or in any way binding upon Seller.

   (c) Acceptance of Purchase Orders by Seller. Seller reserves the right to refuse, cancel or delay any Purchase Order placed by Buyer and accepted by Seller when Buyer is delinquent in payments or when Buyer has failed to perform any of its material obligations under this Agreement.

   (d) Pricing; Payment Terms. The price to be paid by Buyer shall be the price set forth in an applicable Purchase Order. Prices that are quoted by Seller to Buyer will remain valid for thirty (30) days, unless otherwise stated in an applicable quote. Unless otherwise agreed in writing by the Parties, Seller shall invoice Buyer for the Products listed in the applicable Purchase Order and all other charges due when Seller ships the Products to Buyer. Unless otherwise agreed in an applicable Purchase Order, Buyer shall pay Seller within thirty (30) days from Buyer’s receipt of invoice. The price for the Products covered by this Agreement excludes all transportation costs, freight, insurance and special handling and packaging. Buyer shall make all payments in the currency specified in the applicable Purchase Order. Buyer may make payments by ACH or other acceptable forms of electronic fund transfers. Payments by credit card will be subject to a 3.5% processing fee.

   (e) Taxes. All prices for the Products do not include any federal, state or local sales or other taxes (except for taxes based on Seller’s net income), duties, export or custom charges, VAT charges, brokerage or other fees, for which costs Buyer shall be fully responsible. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller’s prior, express written approval.

   (f) Late Payment; Security Interest. Payments received by Seller under this Agreement after their due date will incur late charges at a rate equal to one and one-half percent (1.5%) per month or the highest rate permitted by Applicable Law, whichever is lower, and such amounts will be billed to Buyer by Seller. Seller shall have the right to recover expenses, including reasonable attorneys’ fees, in any action to collect fees due under this Agreement. Buyer hereby grants, and Seller hereby reserves and retains a security interest in the Products until payment in full is received by Seller.

   (g) No Cancellation. Once the Parties have fully-executed an Order Form, Buyer may not cancel or change the Order Form without Seller’s written consent.

3. Delivery.

   (a) Delivery; Title and Risk of Loss. All Products acquired by Buyer under this Agreement will be packaged for shipment in Seller’s standard containers. The Products shall be delivered to Buyer’s at Seller’s address provided in the Purchase Order. Seller retains the right and title to the Products sold to Buyer until Seller is paid in full for the products. Except for the software incorporated or integrated within the Products, which is owned and will continue to be owned by Seller or its licensors, Buyer shall obtain the right and title to the Products upon receipt of full payment by Seller. The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the Products, transfers to Buyer when the Products leave Seller’s facility. This Agreement only authorizes Seller’s employees or persons acting on Seller’s express or written instructions (“Authorized Personnel”) to setup, fit, customize, assemble, install and provide maintenance and support for the Products.

   (b) Shipping. Buyer shall pay all shipping and delivery charges and other expenses incurred in connection with delivery and installation of the Products.

   (c) Seller’s Right to Delay or Cancel. The Parties agree that any stated delivery dates are approximate and the delivery of any Products ordered from Seller under this Agreement may be delayed for a period of time sufficient to allow Seller to manufacture and assemble or otherwise acquire the Products for Buyer. Seller will deliver the Products in one shipment when possible, but Seller reserves the right to make delivery of the Products in installments, if necessary. The Parties further agree that Seller shall not be held liable to Buyer or any other party for any losses, damages, penalties, or expenses for any delay in delivery of the Products. Notwithstanding any other terms contained in this Agreement, Seller reserves the right to refuse, cancel or delay any shipment to Buyer if any amounts due to Seller from Buyer for any reason become past due, when payment for a shipment has not been arranged to Seller’s reasonable satisfaction, or when Buyer has failed to perform any of its material obligations under this Agreement. Such refusal, cancellation or delay of any shipment shall not be deemed a breach or default of this Agreement by the Seller.

4. Buyer Right of Inspection and Returns. Buyer shall inspect the Products promptly upon receipt for nonconformity (including but not limited to non-conformity for quantity, quality, and/or defects. Buyer shall have five (5) business days from the date of arrival of the shipment of the Products to the shipping location designated in an Order Form to notify Seller in writing of any material discrepancies with the information set forth in any applicable Purchase Order, including, but not limited to any discrepancies in the quantity or quality of the Products. If any Products are found by Buyer and acknowledged and approved by Seller, in Seller’s reasonable discretion, to be defective or non-conforming, then Seller shall, in Seller’s sole discretion: (a) credit Buyer’s account for all amounts paid for the non-conforming Products; (b) repair the non-conforming Products; or (c) replace the non-conforming products. Failure by Buyer to provide Seller with written notice of a claim within five (5) business days from the date of delivery or, in the case of non-delivery, from the date fixed for delivery, shall constitute a waiver by Buyer of all claims with respect to such Products. Any return of Products not due to Seller’s error or fault will be subject to a restocking charge of fifteen percent (15%) of the sale price. Seller does not credit shipping charges, and Buyer will not receive credit for any Products returned without Seller’s prior consent.
5. Limited Warranty; Disclaimer.

   (a) Limited Warranty for Assays. Unless otherwise provided in an applicable Purchase Order, Seller warrants that Seller’s Assays sold to Buyer will meet the Assays’ documentation and specifications provided by Seller. This limited warranty will remain in effect from the time Seller ships the Assays until the earlier of: (a) the expiration of the Assays; or (b) the expiry or “use by” date; and (b) its specified number of uses. If Seller does not provide an expiration date or a specified number of uses, then the limited warranty will remain in effect for twelve (12) months from the date of shipment of the Assays.

   (b) Limited Warranty for Instruments. Unless otherwise provided in an applicable Purchase Order, Seller warrants that the Instrument and Instrument parts provided by Seller will be free of defects in materials and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for twelve (12) months from the date Buyer installs the Instrument.

   (c) Warranty Exclusions. Seller’s limited warranty of the Assays and Instruments excludes the following (a) normal wear and tear; (b) accident, disaster or event of force majeure; (c) Buyer’s misuse, fault or negligence; (d) causes external to the Products such as, but not limited to, power failure or electrical power surges; (e); any Instruments and Assays not sold to Buyer directly by Seller or any used Instruments and Assays; (f) installation, removal, use, maintenance, storage, or handling in an improper, inadequate, or unapproved manner by Buyer or any third party (including the carrier), such as, but not limited to, failure to follow Seller’s instructions or operating guidelines, or protocols, operation outside of stated environmental or use specifications, or operation or contact with unapproved software, materials, chemicals or other products; or (g) any Instruments or Assays or any parts manufactured in accordance with Buyer’s specifications provided to Seller. ADDITIONALLY, ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER or SELLER’S AUTHORIZED PERSONNEL WITHOUT SELLER’S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT PROVIDED BY SELLER, WILL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. If Seller determines that products for which Buyer requested warranty services are not covered by the warranty, or if Seller provides repair services or replacement parts that are not covered by this warranty, Buyer will pay or reimburse Seller for all costs of investigating and responding to such request at Seller’s then prevailing time and materials rates.

   (d) No Third Party Products Warranty. Notwithstanding the foregoing, Seller does do not support or make any warranties about products manufactured or supplied by third parties that Buyer purchase through any of Seller’s sales channels. All third party products will be subject to the terms and conditions of the third party product and all warranties will be provided by and subject to the terms and conditions provided by the third party.

   (e) Limitation of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SPECIFICALLY PROVIDED HEREIN, THE PRODUCTS SOLD UNDER THIS AGREEMENT ARE PURCHASED BY BUYER “AS IS” AND SELLER DISCLAIMS ANY WARRANTY FOR THE PRODUCTS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND/OR THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

   (f) Remedies. During the applicable warranty period only, for products not meeting Seller’s limited warranty, Seller may agree, Seller’s sole discretion, to repair or replace the non-conforming product and/or provide additional parts as reasonably necessary to comply with Seller’s warranty obligations, but Buyer must first promptly notify Seller in writing when Buyer discovers any defect or nonconformance and include in the notice clear details of the warranty claim. After Seller’s review, assuming Seller authorizes the product return, Seller will provide Buyer with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions that Buyer must follow. For valid product warranty claims timely made in accordance with this Agreement, Buyer must return the non-conforming products to Seller, unless Seller agrees otherwise, and Seller will prepay the shipping costs. For instruments only, Seller may choose to provide Buyer with new or refurbished replacement parts. Seller will ship the repaired or replacement products according to the delivery terms set forth in this Agreement.

6. Limitation of Liability; Actions. IN NO EVENT SHALL SELLER BE LIABLE UNDER THIS AGREEMENT TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF SELLER, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE PRODUCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
7. Indemnification. Buyer shall indemnify, defend and hold Seller harmless from and against any and all suits, claims, actions, damages, liability and expense (including reasonable attorneys’ fees) in connection with (a) any and all loss or damage to the Products and (b) any loss of life, personal injury and/or damage to person or property arising from or related to Buyer’s use of the Products or otherwise occasioned wholly or in part by any act or omission of Buyer, its officers, contractors, agents, or employees.
8. Compliance with Laws and Regulatory Restrictions. The parties shall comply with all applicable laws, rules and regulations. Additionally, Buyer shall (a) only use the Products in accordance with Seller’s instructions; (b) be solely responsible for making sure that the way Buyer uses the Products complies with applicable laws, regulations and governmental policies; and (c) obtain all necessary approvals and permissions Buyer may need; and (d) be solely responsible for making sure the Products are suitable for Buyer’s particular use.
9. Intellectual Property Rights. The purchase and sale of the Products hereunder to Buyer shall in no way be deemed to confer upon Buyer any right, interest or license in any patents, patent applications, designs, copyrights, trademarks, service marks or trade names Seller may have covering the Products. Seller retains for itself all intellectual property rights in any way pertaining to the Products, including the sole right to manufacture such Products. Buyer hereby warrants and represents that it will not and will not permit or assist any other person or entity to, divulge, disclose, reverse engineer or in any way distribute or make use of such proprietary information, and that it will not, and will not engage, permit or assist any other person or entity to, modify, reverse engineer or manufacture any such Products.
10. Software.

    (a) License. The Products contain software embedded and/or integrated within them and software provided to enable the operation of the Products. The software is licensed and not sold to Buyer. Seller grants to Buyer a limited, non-transferable, non-assignable, and non-sublicensable license to use, in object code format only, Seller’s software embedded in the Products (the “Software”) and any associated documentation provided by Seller to Buyer solely for use in connection with the Products sold hereunder.

    (b) Scope of Rights. This Agreement confers no title or ownership and is not a sale of any rights in the Software. All rights not expressly granted to Buyer are reserved solely to Seller and/or its licensors. Nothing herein shall be construed as granting Buyer, by implication, estoppel or otherwise, a license relating to the Software other than as expressly stated in this Agreement.

    (c) Restrictions. Buyer may only use the Software for the purpose of using and operating the Products. Buyer shall not (i) reverse engineer, disassemble, decompile or attempt to derive the architecture or design, or any source code contained in the Software, (ii) modify the Software, (iii) otherwise translate or use the Software except as specifically allowed by this Agreement, or allow any person or entity (whether with or without consideration) the right to do any of the foregoing; (iv) sublicense, transfer and/or assign (except as otherwise expressly provided herein) the Software to any third party, whether with or without consideration; (v) render any services to third parties using the Software, except as otherwise permitted in an applicable Purchase Order or any other order form; (vi) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Software; (vii) allow any third parties to use the Software (except as otherwise expressly provided herein); (viii) use the Software in any manner to create a product or service competitive with the Software; or (ix) interfere with, burden or disrupt the Software’s functionality. Buyer may not make any copies of the Software or any portions thereof.

11. Professional Services. Seller may provide Buyer with professional services, including training, maintenance, repairs, or other services mutually agreed upon by the Parties, in accordance with the rates set forth in an applicable Purchase Order or quote.
12. Authority of Seller’s Agents. No agent, employee, or representative of Seller has any authority to bind Seller to any affirmation, representation, or warranty concerning the Products sold under this Agreement. Unless an affirmation, representation, or warranty made by an agent, employee, or representative of Seller is specifically and expressly included within this Agreement, it does not constitute a part of the basis of the bargain between the Parties and shall not in any manner be enforceable.
13. Term and Termination.

    (a) Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect unless otherwise terminated in accordance with the termination provisions set forth herein.

    (b) Termination for Breach. Either Party may terminate this Agreement at any time in the event of a material breach by the other Party that remains uncured after: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach, thirty (30) calendar days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.

    (c) Termination for Buyer’s Financial Insecurity. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate automatically and without notice upon the occurrence of any of the following events, each of which shall be deemed to be an incurable breach of this Agreement: (i) Buyer’s dissolution, termination of existence, insolvency or bankruptcy; (ii) the appointment of a receiver of any part of the property of Buyer; (iii) an assignment for the benefit of creditors by Buyer; (iv) the filing by Buyer of a petition in bankruptcy or under any insolvency laws or any laws related to the relief of debtors, readjustment of indebtedness or reorganization of Buyer; (v) Buyer’s failure to make repayment of its obligations for borrowed money; or (vi) Buyer’s failure to comply with any law with respect to conduct related to this Agreement, or engaging in any practice with respect to the Products determined to be illegal or an unfair trade practice. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 U.S.C. §365).

    (d) Survival. Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement, shall survive any termination or expiration of this Agreement and continue in full force and effect.

14. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law of such state. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in San Jose, California. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
15. Export Restrictions.

    (a) Items. Buyer acknowledges that the Products and related technology, including technical information Seller supplies to Buyer, including those contained in product documents (collectively “Items”), may be subject to U.S., EU and local government export controls.

    (b) Export Controls. The export controls may include, among others, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries.

    (c) Compliance Requirements. Buyer must comply with the EAR, and all other applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer must not, directly or indirectly, without first obtaining the required license to do so from the appropriate U.S. government agency; (a) export, re-export, distribute or supply any Item to (a) any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government; (b) any person or entity who is involved in improper development or use of nuclear weapons or of chemicals/biological weapons, or missiles, or in terrorist activities. Buyer will, if Seller requests, provide information on the end user and end use of any Item Buyer exports or plans to export.

    (d) Audit Cooperation. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and will indemnify and hold Seller harmless from, or in connection with, Buyer or Buyer’s consultants’, agents’ or employees’ violation of this Section 15.

16. Attorney’s Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
17. Confidentiality. The Parties hereby agree to maintain in confidence and agree not to disclose the terms and provisions of this Agreement, except as such disclosure may be necessary to successors in interest, attorneys, accountants, consultants, lenders, investors or regulators, judicial order or subpoena. In this regard, the Parties agree to use their good faith efforts to prevent any and all such persons retained by them from disclosing any information to third parties with regard to this Agreement, other than as such disclosure may be necessary in connection with the matters expressly set forth herein above.
18. Relationship of the Parties. The relationship of the Parties hereto is that of vendor and purchaser. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. Accordingly, Buyer shall not be empowered to bind Seller in any way, to incur any liability, make any statements, representations, warranties or commitments, or otherwise act on behalf of the Seller. Each Party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
19. Force Majeure. Seller shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accidents, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of the Seller, for so long as such force majeure event is in effect and for a reasonable period thereafter. Seller shall endeavor to provide Buyer with notice of the occurrence of such an event within five (5) business days of its occurrence.
20. Assignment. Buyer may not assign this Agreement, either in whole or in part, nor delegate any performance hereunder, without the express, written consent of the Seller, which consent shall be at Seller’s sole and absolute discretion. Any assignment without such consent shall be null and void. Seller may assign this Agreement upon written notice to Buyer.
21. Headings; Construction. The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.
22. Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
23. Notices. All notices or other communications required under this Agreement shall be deemed effective when received and made in writing by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) overnight mail, or (v) by email with delivery confirmation.
24. Authorized Signatories; Counterparts. It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Party are authorized to execute such an Agreement. No further proof of authorization shall be required. This Agreement may be executed by facsimile and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.
25. Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter and supersedes any prior agreement or communications between the Parties hereto, whether written or oral. No course of prior dealings between the Parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection.
26. Modification; Waiver. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter.

Accellix, Inc.
+1.650.396.3035
support@accellix.com
www.accellix.com
2385 Bering Drive, San Jose, CA 95131

For Research Use Only. Not for use in diagnostic procedures.