Luminex No Top Plate (NTP) Swivel Base Installation and User Manual - Manual (Page 4)

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TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF
PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY
ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE
OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR
PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS
CAUSED BY SELLER'S GROSS NEGLIGENCE.
In the event that Product is located outside of North America or the European Union and fails to
conform to the warranty set forth herein, during the warranty period: (i) Buyer shall notify Luminex
in a timely manner in writing that such Product failed to conform and shall furnish a detailed
explanation of any alleged nonconformity; (ii) Buyer at it's expense will contract either Luminex or a
Luminex trained service engineer to assess the issue and identify the defective FS-PART; and (ii) at
Luminex's option and election, Buyer shall either return such nonconforming Product to Luminex's
manufacturing facility or destroy such Product and provide Luminex with written certification of
destruction. In the event that a FS-PART is returned to Luminex's manufacturing facility, Luminex
may analyze such FS-PART for defects. In the event that Luminex determines that such FS-PART
is not defective, the FS-PART shall be shipped to Buyer then Buyer shall be responsible for the
payment for such FS-PART and related shipping charges. Furthermore, in the event that Luminex
determines that such FS-PART is defective then Luminex shall be responsible for the payment for
such FS-PART and related shipping charges. Except as expressly provided herein, Buyer shall not
have the right to return a Product to Luminex without Luminex's prior written consent.
3. Buyer's Use of Product - Buyer shall not use this Product for any commercial purpose, including
without limitation performance of testing services, unless expressly agreed to in writing by Luminex
or as specifically authorized by Luminex through a Luminex distributor. Buyer agrees that no rights
or licenses under Luminex's patents shall be implied from the sale of the Product, except as
expressly provided herein or as specifically agreed to in writing by Luminex, and Buyer does not
receive any right under Luminex's patent rights hereunder. Buyer acknowledges and agrees that
the Product are sold and licensed only for use with Luminex's laser based fluorescent analytical test
instrumentation. Buyer further acknowledges that, unless otherwise indicated on the Product label,
the Product has not received approval from the United States Food and Drug Administration or
other federal, state or local regulatory agencies and have not been tested by Seller or Luminex for
safety or efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless
otherwise stated in Seller's technical specifications or material data sheets furnished to Buyer.
Buyer expressly represents and warrants to Seller that Buyer will use the Product in accordance
with the Product label, if applicable, and will properly test and use any Product in accordance with
the practices of a reasonable person who is an expert in the field and in strict compliance with the
United States Food and Drug Administration and all applicable domestic and international laws and
regulations, now and hereinafter enacted.
BUYER HEREBY GRANTS TO LUMINEX A NONEXCLUSIVE, WORLDWIDE, UNRESTRICTED,
ROYALTY-FREE, FULLY PAID-UP LICENSE, WITH THE RIGHT TO GRANT AND AUTHORIZE
SUBLICENSES, UNDER ANY AND ALL PATENT RIGHTS IN INVENTIONS COMPRISING
MODIFICATIONS, EXTENSIONS, OR ENHANCEMENTS MADE BY BUYER TO THE PRODUCT
OR TO THE MANUFACTURE OR USE OF THE PRODUCT ("IMPROVEMENT PATENTS"), TO
MAKE, HAVE MADE, USE, IMPORT, OFFER FOR SALE OR SELL ANY AND ALL PRODUCT;
EXPLOIT ANY AND ALL METHODS OR PROCESSES; AND OTHERWISE EXPLOIT
IMPROVEMENT PATENTS FOR ALL PURPOSES. NOTWITHSTANDING THE FOREGOING,
"IMPROVEMENT PATENTS" SPECIFICALLY EXCLUDES PATENT CLAIMS CONCEIVED AND
REDUCED TO PRACTICE BY BUYER CONSISTING OF METHODS OF SAMPLE
PREPARATION, METHODS OF CONJUGATING PRODUCT TO ANALYTES, THE COMPOSITION
OF MATTER OF THE SPECIFIC CHEMISTRIES OF THE ASSAYS DEVELOPED BY BUYER AND
METHODS OF PERFORMING THE ASSAYS (I.E., THE PROTOCOL FOR THE ASSAY).
Buyer has the responsibility and hereby expressly assumes the risk to verify the hazards and to
conduct any further research necessary to learn the hazards involved in using the Product. Buyer
also has the duty to warn Buyer's customers, employees, agents, assigns, officers, successors and
any auxiliary or third party personnel (such as freight handlers, etc.) of any and all risks involved in
using or handling the Product. Buyer agrees to comply with instructions, if any, furnished by Seller
or Luminex relating to the use of the Product and not misuse the Product in any manner. Buyer