The following provisions set forth the terms and conditions on which Quidel Corporation, directly or indirectly through its subsidiaries, including without limitation Quidel Ireland Ltd., Quidel France SARL, Quidel Germany GmbH, and Quidel Italy SRL (hereinafter referred to as “Quidel”), sells its Sofia®, Triage®, QuickVue®, AmpliVue®, Solana®, Lyra®, AdenoPlus®, InflammaDry®, DHI products, and other Quidel products.

Applicability of Standard Terms and Conditions. All purchases by customer, owner or its agent (“Customer”) are expressly limited and conditioned upon acceptance of the following terms and conditions. Placement of an order indicates Customer’s full acceptance and agreement of the terms and conditions stated herein. Notwithstanding the foregoing, if Quidel and Customer have executed a formal written contract which is in full force and effect, the terms and conditions of that contract will apply and govern, to the exclusion of any inconsistent terms and conditions set forth herein. In addition, products purchased from distributors will be at the prices set by those distributors and subject to the terms and conditions of sale of the distributor and any agreement with such distributor.
Terms of Sale. Purchase of any products sold by Quidel shall be subject to and expressly limited by the terms and conditions stated herein. No changes to, waiver of, or addition to any of these terms and conditions shall be effective unless agreed to in writing and signed by Quidel. Customer acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Customer and, except for delivery and billing addresses and quantities, prices and items ordered, any conflicting or additional terms are void and have no effect. Customer may place orders by use of such purchase orders and other documentation for its convenience purposes only. Additional special terms and conditions of Quidel may be applicable with respect to certain products. Notwithstanding the foregoing, Quidel reserves the right at any time to amend these terms and conditions, and Customer shall be deemed to accept such amended terms and conditions by ordering products after the date of such amendment.
Order Placement.
1. Purchase Orders. Customer must submit firm written purchase orders for products to Quidel. Quidel accepts standing orders, blanket orders and one-time orders. No verbal orders, changes or corrections will be accepted. Customer shall be responsible to Quidel for the accuracy of all orders. To place a purchase order, please call Quidel’s Customer Service at +353 (91) 412 474, Monday through Friday (except holidays) during regular business hours. Telephone orders must be confirmed in writing via fax or mail. Orders or order confirmations can be placed at any time via fax to +353 (91) 412 478. For electronic orders, please e-mail emeacustomerservice@quidel.com. Customer agrees to submit such purchase orders in an efficient and orderly manner (e.g., generally aggregating Customer’s internal orders for products throughout any weekly period and then submitting a purchase order to Quidel for such products on a once per week basis to the extent practicable). To the extent applicable, Quidel retains the right to require purchases to be made in case quantities. When placing an order, please provide account name, Quidel account reference number (if known), product name and number, quantity, price, shipping instructions, customer contact name and telephone/fax numbers.
2. Order Acceptance. No order shall be binding upon Quidel unless and until accepted by Quidel in writing.
3. Order Cancellation. Customer shall not be entitled to revoke, reschedule or cancel any purchase order after acceptance by Quidel without Quidel’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Quidel may cancel or terminate all or part of any order immediately if Customer is materially delinquent on any of its obligations hereunder or under any other order or transaction with Quidel; Customer becomes insolvent; a receiver is appointed, a composition is made with creditors or an examinership or similar arrangement is put into effect, or a case under voluntary or involuntary bankruptcy is commenced for, by or against Customer; Customer suspends or terminates business or makes an assignment for the benefit of creditors; or any event occurs, whether or not similar to the foregoing, which in Quidel’s good faith belief materially impairs the prospect of payment or performance by Customer hereunder. Quidel’s rights to cancel or terminate may be exercised by Quidel without liability. Quidel’s rights to cancel or terminate may be exercised by Quidel without liability.
Pricing and Tax Information. All pricing quotes must be documented in writing to be valid. All prices are firm for 30 days from the date of the quote or as dated in a product agreement between Quidel and Customer. Unless otherwise stated in Quidel’s documentation, all prices for products:

(a) are quoted and payable in the currency invoiced, (b) refer to full case quantities, if applicable, (c) are subject to change without prior notice at Quidel’s discretion, and (d) do not include applicable freight, handling, packaging, transportation charges, insurance, taxes (e.g., VAT), excises, duties, levies, tariffs, or other governmental impositions or assessments which Quidel may be required to pay or collect. Unless otherwise stated in Quidel’s documentation, any applicable freight, handling, packaging, transportation charges, insurance, taxes (e.g., VAT), excises, duties, levies, tariffs, or other governmental impositions or assessments are the responsibility of Customer and, if paid by Quidel for Customer’s account, shall be invoiced to Customer either with the products or separately. In the event Customer changes any order (if and when permitted by Quidel), Quidel may adjust prices accordingly.
Delivery and Shipment Terms. Quidel will use reasonable efforts to deliver accepted orders in accordance with its delivery schedule provided by the order acceptance, acknowledgment, confirmation or similar document, and if no such schedule is stated, promptly. However, Quidel shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies or judicial bodies, discontinuation of a product line, acts of God or third parties, infringement claims, or other causes beyond its reasonable control. Customer agrees that in such events Quidel may allocate products among all purchasers as it deems reasonable, without liability. Quidel reserves the right from time to time to substitute a product with a product that has the same function as such product, or to delete a product from its product lists.

Except as otherwise may be agreed upon in writing by the parties, all products will be shipped by Quidel CIP, Quidel’s point of shipment (Incoterms 2010). All packing, transportation expenses, handling charges, freight and insurance (if any) shall be for the account of Customer, and Quidel shall charge Customer for all such charges, costs and expenses as a separate line item on Customer’s invoice. Customer shall, at its expense, perform all functions necessary to clear the products through all customs and similar controls into the country. Quidel will select the mode of shipment and the carrier but shall not be deemed thereby to assume any liability in connection with the shipment nor shall the carrier be construed as an agent of Quidel.

Title to the products (subject to Quidel’s right of stoppage in transit) and risk of loss, damage and delay will pass to Customer upon Quidel’s tender of delivery of the products. Quidel shall not be obligated to procure additional insurance.

When expedited delivery, specialized service, or alternate transportation modes are requested, or if requests are inconsistent with efficient distribution practices, an additional charge to cover the premium expense will be added to the invoice. Such additional charges will be based on current common carrier rates or hourly rates. Palletized deliveries are encouraged.

Upon receipt of products, Customer shall count and inspect freight before the carrier departs. Claims by Customer for damage in transit should be made to the transit company. When damaged freight is received or when the shipment is short, a detailed notation should be made on the delivery receipt and signed by the carrier’s driver. When damage is detected after delivery, notify the carrier immediately. The shipping container must be saved until the carrier’s inspection has been made. Customer shall be responsible for filing freight claims. Assistance may be obtained by calling Quidel’s customer service as provided below. If the products are held by Quidel subject to receiving instructions from Customer, Quidel may invoice the products and Customer agrees to make payment. Products invoiced and held at any location by Quidel will be held at Customer’s risk and Quidel may charge for insurance and storage (but is not obligated to carry any insurance). Customer will accept and pay for partial deliveries. When Customer has declared or manifested an intention not to accept delivery, no tender will be necessary but Quidel may, at its option, give notice to Customer that Quidel is ready and willing to deliver and such notice will constitute a valid tender of delivery.
Payment Terms. Terms of payment are strictly net thirty (30) days from date of invoice for pre- approved Customers. Some credit cards are accepted for payment (a transaction fee may apply). Quidel reserves the right to require pre-payment or C.O.D. for product purchases. Any international Customer order shall be prepaid to Quidel by electronic

funds transfer in the currency invoiced. In Quidel’s sole discretion, credit terms may be extended to Customer. Customer’s obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. All overdue payments shall bear interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, until paid.

Any disputed amounts should be reported immediately and remitted with the undisputed amount by the payment due date. If Quidel agrees with the billing dispute, Quidel will credit Customer the amount of the agreed-upon billing dispute. All billing disputes must be made within six (6) months of the applicable invoice date, or will be deemed to be waived.

Customer shall be liable for, and shall reimburse Quidel for all costs and expenses it may incur in connection with collection of any amounts owed to Quidel or enforcement of its rights, including without limitation, reasonable attorneys’ fees and expenses, court costs, and costs of collection agencies. Quidel reserves the right to in its sole discretion to cancel any unshipped orders and/or require all future shipments to be paid in full in advance of shipment until all overdue balances are made current.
Customer Inspection, Acceptance & Returned Goods Policy.
1. Customer shall be allowed five (5) days from the date of receipt of any order to provide a written notice of rejection to Quidel of any product that (i) fails in a material way to meet the product insert specifications for such product; (ii) is damaged or has other visible defects, or (iii) is shipped in error. Customer’s notice shall state with particularity the reasons for such rejection. If Customer does not deliver such written notice to Quidel within such five (5) day period, Customer shall be deemed to have accepted the products as shipped. Products damaged in transit must be reported to the carrier for all shipments within ten (10) working days of receipt. Products shipped in error must be reported within five (5) working days of shipment receipt.
2. Customer’s right to return product hereunder is limited to
  1. non-conforming product (i.e., product that fails in a material way to meet the product insert specifications, is damaged or has other visible defects);
  2. is shipped in error; (iii) returns for breach of the warranty set forth below; and (iv) for suspended or recalled product. PRIOR TO RETURNING ANY PRODUCT, CUSTOMER MUST REQUEST A RETURN GOODS AUTHORIZATION NUMBER FROM QUIDEL (THE “RGA NUMBER”). UNLESS QUIDEL HAS AUTHORIZED IN WRITING THE RETURN OF ANY PRODUCT, QUIDEL WILL NOT BE OBLIGATED TO ACCEPT, MAKE ANY EXCHANGE, REPLACE OR PROVIDE CREDIT OR REFUND FOR ANY PRODUCT RETURNED BY CUSTOMER. Quidel will have the right to review and/or inspect any product prior to its return or destruction by Customer. All returned products must be in the original package and display the appropriate reference to the RGA Number on outside containers. Customer must delete any and all patient personal information stored in Equipment, including patient identification and order numbers.
3. As promptly as practicable after written confirmation by Quidel of properly rejected products and if Quidel desires that Customer return a product, Customer shall return the same to Quidel freight prepaid. Quidel will, in its sole discretion, either (i) issue a credit or refund for properly rejected and authorized returned products or (ii) replace the product. Quidel will pay the shipping charges in connection with the shipment of new products to Customer for properly rejected products. Such replacement, refund or credit shall be Customer’s sole and exclusive remedy with respect to defective, nonconforming or incorrect product delivered by Customer hereunder.
Limited Warranty, Disclaimer and Limited Remedies.
1. Quidel warrants that consumable products, such as reagents, supplied to Customer under the terms herein shall conform substantially with the specifications set forth in the related package inserts and that such products will comply with and be manufactured, packed, sterilized (if applicable), labeled and shipped in material compliance with all applicable laws, rules, regulations and standards. Quidel warrants that non-disposable equipment products (“Equipment”) will be materially free from defects in materials and workmanship for a period of twelve (12) months from the date of shipment. THE WARRANTY CONTAINED HEREIN IS CONTINGENT UPON CUSTOMER’S PROPER USE AND HANDLING OF THE PRODUCTS IN THE APPLICATION FOR WHICH THE PRODUCTS ARE INTENDED, AND DOES NOT APPLY TO PRODUCTS MODIFIED BY CUSTOMERS WITHOUT QUIDEL’S
  
  EXPRESS, PRIOR WRITTEN APPROVAL OR SUBJECTED TO IMPROPER STORAGE OR HANDLING BY CUSTOMER. FURTHER, THE WARRANTY CONTAINED HEREIN DOES NOT APPLY TO EQUIPMENT DAMAGED THROUGH ABNORMAL USE, MISUSE, MISHANDLING, NEGLECT, ACCIDENT, NEGLIGENCE, TAMPERING OR UNAUTHORIZED SERVICE. ANY DEFECTIVE PRODUCT MUST BE RECEIVED BY QUIDEL NO LATER THAN THIRTY (30) DAYS AFTER THE DATE QUIDEL ISSUES AN RGA NUMBER. THIS LIMITED WARRANTY EXTENDS TO THE FIRST END-USER PURCHASER ONLY AND IS NOT ASSIGNABLE OR TRANSFERABLE.
2. THE EXPRESS WARRANTY DESCRIBED ABOVE CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE PRODUCTS AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, FOR ANY PRODUCTS FURNISHED HEREUNDER AND QUIDEL MAKES NO REPRESENTATION OR WARRANTY OF ANY OTHER KIND OR NATURE AND QUIDEL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO THE PRODUCTS, WHETHER AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, INTEROPERABILITY,NON-INFRINGEMENT OR ANY OTHER MATTER, OR THEIR EQUIVALENT UNDER ANY OTHER LEGAL SYSTEM. QUIDEL DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT ANY PRODUCT SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
3. IF ANY MODEL OR SAMPLE WAS SHOWN TO CUSTOMER, SUCH MODEL OR SAMPLE WAS USED MERELY TO ILLUSTRATE THE GENERAL TYPE AND QUALITY OF PRODUCTS AND NOT TO REPRESENT THAT THE PRODUCTS WOULD NECESSARILY CONFORM TO THE MODEL OR SAMPLE.
4. QUIDEL’S SOLE LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), QUASI-CONTRACT, MISREPRESENTATION OR OTHERWISE, AND CUSTOMER’S SOLE REMEDY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY BREACH OF THIS LIMITED WARRANTY, ANY FAILUARE OR DEFICIENCY OF THE PRODUCTS OR NEGLIGENCE WITH RESPECT TO ANY ITEM FURNISHED BY QUIDEL, OR IN RELATION TO ANY DELAY OR DEFAULT IN SUPPLYING THE PRODUCTS, OR ANY OTHER CLAIM SHALL BE LIMITED TO, AT QUIDEL’S OPTION, THE REFUND OR CREDIT OF THE PRODUCT PRICE FOR SUCH PRODUCT (INCLUDING SHIPPING COSTS) OR REPAIR OR REPLACEMENT OF SUCH PRODUCT (WITH NEW AND/OR RECONDITIONED PARTS OR PRODUCTS) AT QUIDEL’S COST AND EXPENSE (INCLUDING SHIPPING). ALL REPLACED PARTS BECOME THE PROPERTY OF QUIDEL. QUIDEL’S MAXIMUM LIABILITY FOR ANY CUSTOMER CLAIM SHALL NOT EXCEED THE NET PRODUCT PRICE PAID BY CUSTOMER. IN NO EVENT SHALL QUIDEL OR ITS AFFILIATES BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), QUASI-CONTRACT, MISREPRESENTATION OR OTHERWISE, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE OR REVENUE, OR PROFITS IN CONNECTION WITH OR ARISING OUT OF QUIDEL’S PROVISION OF ANY PRODUCTS, OR CUSTOMER’S USE OF ANY PRODUCTS PROVIDED BY QUIDEL, OR DAMAGE TO SYSTEMS, PROGRAMS, OR DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TERMS SET FORTH HEREIN PURSUANT TO WHICH QUIDEL AGREES TO PROVIDE PRODUCT TO CUSTOMER REFLECT THE PARTIES' AGREED UPON ALLOCATION OF RISK, AND WOULD BE DIFFERENT IF THE LIMITED WARRANTY, LIMITED REMEDY, WARRANTY EXCLUSION AND LIMITATION OF LIABILITY PROVISIONS WERE DIFFERENT. THE LIMITATIONS HEREIN SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
Compliance with Laws, Export, Ethical Practices. Customer will follow and comply with all applicable laws, regulations, codes of practice and orders in the import or use of any products. Customer will not export or reexport the products. Customer shall be responsible for obtaining and maintaining all applicable permits, licenses or authorizations necessary for the import or use of the products in Customer’s country at its sole expense. Customer acknowledges it is solely responsible for complying with the Export Administration Act and sanctions, related laws or provisions concerning anti-boycott compliance. Customer is prohibited

from taking or knowingly agreeing to take any of the actions contained in such laws, with the intent to comply with, further, or support any boycott fostered or imposed by a foreign country against a country friendly to the United States. Customer certifies that neither it, nor any of its directors, employees or agents, are on the U.S. Commerce Department’s Denied Party or Entity List, the Debarred Parties List or the Unverified Parties List or any equivalent list in any other country. If, at any time, it is determined that Customer is in breach of this Section, Quidel may cancel or terminate all or any part of any order immediately. Customer agrees and warrants that in performing its obligations under these terms and conditions, it will not take any action rendering Quidel liable for violation of any applicable law or laws, including without limitation the United States Foreign Corrupt Practices Act, the UK Bribery Act 2010, the French Loi Sapin II anti-corruption law and any other applicable laws, which prohibit offering, giving, or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party, or instrumentality of these organizations, in order to assist it or Quidel in obtaining or retaining business. Customer will indemnify and hold Quidel harmless from all fees, fines, or other damages imposed on or suffered by Quidel due to Customer’s failure to comply with this Section. For the avoidance of doubt, nothing in this Section is intended to limit the prohibition of resale set forth below. Customer shall comply with applicable laws, rules and regulations in connection with its purchase, including, without limitation, Regulation (EU) 2017/745 of the European Parliament and of the Council and Regulation (EU) 2017/746 of the European Parliament and of the Council and where appropriate, due to the relevant section or part of a Regulation not having entered into effect, Council Directives 90/385/EEC, 93/42/EEC and 98/79/EC as applicable, in addition to all relevant local laws, legislation and codes of practice.
Precautions, Equipment Use and Consumables. All products offered by Quidel are intended for Customer’s own use by qualified professionals. Furthermore, Customer shall use any non-disposable Equipment only (i) at the Customer’s “ship to” address (unless Quidel consents to moving the Equipment to another location); (ii) for Customer’s own use and not for resale purposes; (iii) in the manner described in the applicable user manuals, product labeling or according to Quidel’s instructions; and (iv) in accordance with all applicable laws and regulations. Customer shall not make any changes or alterations in, or attachments to, Equipment, or remove any labels, signs, symbols, trademarks, or serial numbers affixed to the Equipment. Customer may use Quidel Equipment only with Quidel consumables (i.e., assays or tests). Customer acknowledges that it will comply with all instructions or directions contained in Quidel’s labeling and literature concerning the consumable products and will forward such information to its employees, agents, and contractors. Customer shall ensure that all employees, agents, and contractors use all due care with products to prevent potential hazards and are appropriately trained in the safe use, handling and disposal of the products. All clinical and medical treatment and diagnostic decisions are the responsibility of Customer and its professional healthcare providers.
Grant of Software License. To the extent applicable, Quidel grants Customer a limited, non-exclusive, non-transferable license to use software (“Software”) during the Term. Customer (i) shall use Software only as an integrated part of a Product and shall not separate integrated Software from any Product; (ii) shall not translate, disassemble, decompile, reverse engineer, alter or modify the Software;
1. shall not make any copies of the Software except one (1) copy for back-up purposes; and (iv) shall use Software only during the Term. The Software is owned or licensed by Quidel and is protected by copyright and other laws. Customer shall not sell, assign, sublicense, transfer or disclose or permit access to the Software to a third party.
Regulatory and Quality Requirements. Customer agrees to fully comply with the following requirements. Customer shall:
1. Store all products in accordance with product labeling. Storage “at room temperature” shall mean storage in the temperature range 2 – 30 degrees C; “refrigerated storage” shall mean storage in the temperature range 2 – 8 degrees C; and “frozen storage” shall mean storage in temperatures less than -20 degrees C.
2. Ship Product to customer sites in a manner that complies with the Product storage condition.
3. Segregate products, both by product identity and lot number, in order to ensure accurate dispatch, and will use a stock rotation system for any products with a stated shelf life in order to prevent products from exceeding their expiry dates.
4. Maintain records for products at Customer site/s, to include the following:
  1. Name and address of the site
  2. Product name and identification code (catalogue number)
  3. Date of shipment to site
  4. Quantity of product dispatched to site
  5. Lot number of product dispatched to site (for multiple lots, the lot numbers and quantities of each lot must be recorded)
5. Act on all product safety or product recall notices received from Quidel related to regulatory or quality matters affecting the product, ensuring that such notices are communicated to sites and that defined product recover and replacement activities are carried out to agreed timelines in the event of a recall. Customer acknowledges and agrees that Quidel has the authority, in its sole and absolute discretion, to recall any product to comply with applicable laws, and Customer agrees to fully cooperate with Quidel in the case of any such recall.
6. Inform Quidel, within forty eight (48) hours of receipt, by phone and in writing, about any written, electronic or oral communication that alleges deficiencies related to the identity quality, durability, reliability, safety, effectiveness or performance of a product, or a defect or condition which may render the product in violation of any statute or regulation or which in any way alters the specifications of the product (as set forth in the related product insert), including without limitation, product recalls and investigations. If the incident has resulted, or is likely to result in a patient reaction, serious injury or death, Customer shall also immediately notify Quidel by telephone and take any actions necessary in accordance with regulatory requirements, such as the European Medical Device Incident Reporting.
7. Not advertise or promote Quidel’s products, trademarks or its name without the express, prior written consent of Quidel.
8. Allow Quidel, on reasonable notice and within working hours, to audit Customer’s certified Quality System and compliance with these terms and conditions.
Prohibition of Resale. Customer shall purchase the products solely for its own use, and shall not resell, export or re-export, transfer or provide access to the products to any third party. Customer represents it has evaluated the products and that they are acceptable and clinically suitable for its intended purposes.
Permissible Variations. Quidel has the right to make changes in the composition of the products which, in Quidel’s opinion, do not affect the general characteristics or properties of the products or are within applicable governmental or industry standards.

18:00 CET.

Country

Telephone Number (option 2)

Fax Number

Austria

+43 (316) 231239

+43 (316) 231240

France

0 (805) 371674

+33 (1) 856 40308

Germany

+49 (0) 7154 1593912

+49 (0) 7154

1593913

Ireland (Main)

+353 (91) 412 474

+353 (91) 412 478

Ireland (Toll-Free)

0 (1800) 200441

+353 (91) 412 478

Netherlands

0 (800) 0224198

+31 (20) 888 1320

Switzerland

0 (800) 554864

+41 (31) 560 2913

United Kingdom

0 (800) 3688248

+44 (20) 397

04114

België

+32 (2) 793 0180

+32 (2) 793 0472

Quidel shall provide service and maintenance for the Equipment (excluding network hardware) provided under this Agreement, during the Term of the Agreement, at no additional charge to Customer, provided that Customer fully complies with this Agreement. Prior to return of the Equipment to Quidel for service or maintenance, Customer must first delete any patient personal information stored locally on the Equipment. This Agreement does not cover service or parts for any attachments, accessories, or alterations not marketed by Quidel, nor to correct problems from their use. Throughout the term of this Agreement, Customer shall be responsible for routine maintenance of the Equipment, including replacement of batteries and all maintenance and cleaning as set forth in the relevant user manual. Customer will be responsible for any damage to the Equipment caused by Customer’s negligent acts or omissions, or by any service performed by persons other than Quidel’s authorized dealer. Quidel reserves the right to use refurbished Equipment as replacement Equipment. Service includes software upgrades for reliability or operational improvements at no additional charge (excludes menu expansion).

Data Protection. Quidel and Customer will comply with all applicable national and international laws, regulations and guidelines relating to protection of the personal information, including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), as it relates to the protection of the personal information of data subjects. In the event that Quidel, its agents, subcontractors or employees are permitted access to personal data held by Customer for any reason or are supplied with or otherwise provided personal data by for any purpose, Quidel, its agents, subcontractors or employees shall: (i) use and/or hold such personal data only for the purposes and in the manner directed by Customer and shall not otherwise disclose, modify, amend or alter the contents of such personal data unless specifically authorized in writing by Customer and shall take all such steps as may be necessary to safeguard such personal data from loss or disclosure; (ii) comply in all respects with the GDPR, if applicable, as well as local applicable law and shall not do or permit anything to be done which might jeopardize or contravene the terms of the other party’s notification under the GDPR or local applicable law; (iii) notify Customer immediately if Quidel becomes aware of any violation of this Section; (iv) immediately cease to use and return to Customer or, at Customer’s option, destroy any personal data of Customer; and (v) indemnify Customer against all liability, damages, costs, claims and expense which it may incur by reason of any default under this clause or any breach of the GDPR (if applicable) or local applicable law caused, directly or indirectly, by Quidel, its employees, agents or subcontractors. In the event Quidel or Customer discloses any personal data to Quidel or Customer hereunder, Quidel or Customer hereby represents and warrants that it has the right to disclose such data to the other and either the Quidel or Customer shall have the right to use such data in connection with its use of the products as reasonably required. Quidel’s Data Protection Policy is enclosed or attached separately.
Miscellaneous.
1. Quidel shall be liable for non-performance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies or judicial bodies, discontinuation of a product line, acts of God or third parties, infringement claims, or other causes beyond its reasonable control. Customer agrees that in such events, Quidel may allocate products among all purchasers as it deems reasonable, without liability.
2. Any required notices shall be given in writing, in the case of Quidel, at the address set forth below (with a copy to the Legal Department at such same address), and in the case of Customer, at the address designated on Customer’s purchase order or to such other address as either party may substitute by written notice to the other and shall be deemed given upon electronic or facsimile delivery, personal delivery, overnight delivery or three days following deposit in the mail.
3. Except as expressly provided herein, no changes or modifications to, or waiver of, any of these terms and conditions shall be valid or binding on either party unless in writing and signed by an authorized representative of each party. Quidel’s failure or delay to exercise or enforce any of its rights hereunder shall not constitute or be deemed to be a waiver of such rights or forfeiture of such rights, and Quidel may, at its option, from time to time, exercise any of its rights or remedies.
4. These terms and conditions bind Customer and its successors and permitted assigns.
5. In respect of any action, suit or other proceeding resulting from any controversy, dispute or claim arising out of these terms and conditions or the sale of products (“Claim”), these terms and conditions will be governed by, construed and enforced in accordance with the laws of the Ireland. Notwithstanding the foregoing, Quidel’s right to institute or defend any proceeding in any jurisdiction, in or out of the United States of America, shall not be limited.
  
  Any disputes arising out of or in relation to the products, supply or use of the products, or the subject matter hereof will be exclusively and finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) before a single arbitrator knowledgeable in the subject matter of the dispute and appointed in accordance with the Rules. The arbitration shall be held in the city where Quidel is located and all proceedings shall be in English. The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction thereof. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses and attorney’s fees which are reasonably incurred by the other party. The arbitrator shall have no authority to award any punitive damages or other damages excluded by the terms and conditions herein.
6. Customer may not change, adulterate, obscure, remove or deface trademarks, tradenames or labels appearing on any product of Quidel.
7. Customer shall not copy, decompile, modify, reverse engineer, or create derivative works out of any Quidel products or confidential information under any circumstances.
8. Any knowledge or information that Customer may disclose to Quidel shall not be deemed to be confidential or proprietary information, and shall be acquired by Quidel free from any restriction.
9. If any of the provisions of these terms and conditions are deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby.
10. ANY ERROR OR OMISSION IN THIS DOCUMENT OR ANY QUOTATION, CATALOGUE, SALES LITERATURE, INVOICE OR OTHER DOCUMENT ISSUED BY QUIDEL SHALL BE SUBJECT TO CORRECTION BY QUIDEL WITHOUT LIABILITY TO QUIDEL.

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Europe, Middle East and Africa (EMEA) Terms & Conditions of Sale

Order Placement.

Pricing and Tax Information. All pricing quotes must be documented in writing to be valid. All prices are firm for 30 days from the date of the quote or as dated in a product agreement between Quidel and Customer. Unless otherwise stated in Quidel’s documentation, all prices for products:

Customer Inspection, Acceptance & Returned Goods Policy.

Limited Warranty, Disclaimer and Limited Remedies.

Regulatory and Quality Requirements. Customer agrees to fully comply with the following requirements. Customer shall:

Permissible Variations. Quidel has the right to make changes in the composition of the products which, in Quidel’s opinion, do not affect the general characteristics or properties of the products or are within applicable governmental or industry standards.

Miscellaneous.

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