1. General

1.1 Unless otherwise agreed between the Parties in writing, these general terms and conditions (“GTCs”) govern Rarity Bioscience AB’s (“Rarity”) sale of its off-the shelf available products (“Off-the Shelf Products”), products produced on-demand (“On-demand Products”), custom products (“Custom Products”), (collectively referred to as “Products”) and services (“Services”) to customers (“Customer”). 

1.2 These GTCs and, if applicable, the relevant quote issued by Rarity (“Quote”) for the sale of Products and/or Services constitute the “Agreement”. Customer’s submission to Rarity of a purchase order for the purchase of Products and/or Services from Rarity (“Purchase Order”) constitutes Customer’s acceptance of the Agreement. Customer acknowledges and agrees that any supplementary terms and conditions provided by Customer, whether contained in a Purchase Order or other document or communication, are not accepted by Rarity and shall be excluded in their entirety, except for the following terms: quantity of Products, type of Products, bill to address and ship to address. 

2. Ordering and Delivery

2.1 The Agreement will become binding upon Rarity when Rarity have confirmed, in writing, its acceptance of a Purchase Order issued by Customer referencing a Quote from Rarity, or when Rarity ships the related Products to the Customer.  

2.2 Rarity reserves the right to reject orders based on availability and assay compatibility, among other reasons. Rarity will inform Customer immediately if it is unable to complete an order. Once accepted by Rarity, Customer may not cancel a Purchase Order unless agreed to by Rarity in writing.  

2.3 Rarity will deliver all Products in accordance with applicable laws and regulations. Customer is responsible for obtaining, at its own cost, all approvals, licenses and permits necessary for importation of Products, as well as for use of the same into/within its territory.  

2.4 Rarity will quote delivery terms DAP, DDP or ExWorks (ICC Incoterms 2020) as requested by the Customer.  

2.5 Products shipped by Rarity to Customer will have the longest shelf life reasonably possible, with no expiration dates within 3 months from the date the Product is shipped. This requirement applies to all Products unless otherwise agreed in writing by the Parties. 

2.6 Unless otherwise agreed in writing, Rarity may deliver orders in multiple shipments. Delivery dates are estimates only and Customer may not hold Rarity liable for any losses, expenses or damages caused by delivery after a specified delivery date.  

2.7 Rarity will promptly inform Customer of any expected delay in delivery of Products as well as the estimated new delivery time, if possible. 

2.8 Upon receipt of a Products delivery, Customer shall comply with the instructions set forth herein as well as any instructions accompanying the Products. 

3 Price and Payment

3.1 The purchase price for the Products and/or Service is stated in the relevant Quote, and if no Quote is issued, in Rarity’s then-current price list applicable to Customer’s jurisdiction, which is subject to change without notice. Rarity’s Quotes are valid for thirty (30) days from the quotation date unless otherwise expressly stated in the Quote.  

3.2 All prices exclude VAT and any other taxes, charges or fees all of which shall be borne by Customer. All prices exclude costs for shipping and handling unless otherwise expressly stated by Rarity in the Quote.  

3.3 Unless otherwise expressly stated in the Quote, Rarity shall invoice Customer upon shipment of the Products or upon delivery of the report in case of of purchase of Services. Customer shall pay all amounts due within thirty (30) days of invoice date in the currency and to the bank account specified in the invoice.  

3.4 Each payment under this Agreement is a separate transaction, and Customer may not set-off such payments against other payments. Upon late payment, without affecting Rarity’s other rights, Rarity may suspend delivery or cancel the Agreement, reject any future Purchase Orders, and charge Customer a late-payment charge, from the due date until paid, at the monthly interest rate of four (4 %) percent of unpaid amount or, if less, the maximum amount allowed by law. 

4. Inspection and Acceptance of Products

4.1 For Products requiring temperature‑controlled transport, Rarity will ship using appropriate packaging and, when applicable, temperature‑monitoring devices. The required temperature range will be specified in the Product documentation. The Customer shall inspect any temperature label indicator upon receipt. Any temperature deviation must be reported to Rarity in writing within 48 hours of delivery; otherwise, the shipment shall be deemed accepted. Responsibility for maintaining temperature during transit follows the applicable Incoterms 

4.2 Within seven (7) days of its receipt of Products, Customer shall inspect such Products to determine the existence of any defects or non-conformance with applicable specifications provided by Rarity. Customer shall promptly, and in no case longer than fourteen (14) days from receipt of Product, notify Rarity of any defects or non-conformance, including any discrepancy regarding quantity. In the event a Product contains defects that could not have been noticed at the time of Customer’s inspection, Customer shall promptly (and in no case longer than seven (7) days from discovery of such defect) notify Rarity of the discovery of the applicable defect. Customer shall take all reasonably necessary actions to prevent further damage to non-conforming Products. If Customer does not notify Rarity within the time limits described above, the Products will be deemed accepted by Customer.  

4.3 Customer’s sole remedy for defective or non-conforming Products shall be, at Rarity’s option: (a) replacement of such Products (or part thereof, as applicable), or (b) a refund of the price paid by Customer to Rarity for such Products (or part thereof, as applicable). For the avoidance of doubt, Rarity shall have no obligation to refund the price of or replace Products that have reached their expiration date, even if Customer discovers a non-conformance or defect before or after such expiration date.  

5. Use of Products

5.1 Products may only be used for research purposes and may not be used for diagnostic or clinical decision making. Any results or other readout from Products is not medical advice.  

5.2 Customer may not modify the Products and may only use the Products in accordance with (i) this Agreement and (ii) the specifications, instructions and documentation provided with the Products, as modified by Rarity from time to time. Customer is solely responsible for ensuring that the Products are suitable for Customer’s intended use and that Customer’s use of the Products is in compliance with all applicable laws, regulations, and governmental policies applicable to Customer’s operations.  

5.3 Customer shall not reverse engineer, disassemble or otherwise attempt to reconstruct, identify, or discover any underlying ideas, techniques, or functionalities of the Products (“Reverse Engineer”).  

5.4 Customer may not resell Products without the prior written consent from Rarity.  

5.5 In the event Customer uses the Products to provide services to third parties or directs a third party to use the Products to perform analysis on behalf of Customer, Customer shall ensure that such third parties are subject to and comply with the restrictions set forth in these GTCs, as applicable. Customer shall immediately notify Rarity if Customer becomes aware of or suspects that a third party is in violation of the restrictions set forth in this Agreement. Customer agree and acknowledge that Rarity shall not be liable for any damages arising out of third party use of the Products and Customer takes full responsibility and all liability for its use of the Products in providing services to its customers. Customer agree to indemnify Rarity for any third party claims arising out of its use of the Products. 

6. On Demand Product

6.1 Customer acknowledge that On-demand Products are only produced on demand, they are not subject to same testing or claims on performance as Off-the Shelf Products, and Rarity does not validate or guarantee batch-to-batch performance or variations.  

7. Custom Product

7.1 If Rarity agrees to manufacture a Custom Product, the Customer acknowledge and agree that Rarity may decline to design or manufacture that Custom Product at any stage in the process, if – in Rarity’s sole discretion – the Custom Product is unsuitable or commercially impractical to manufacture as specified. If so, Rarity will notify the Customer, and the Customer will not be obligated to pay any fees for any expenses Rarity incurred in connection with the declined Custom Product. Rarity makes no warranties that the design or production of a Custom Product will be successful or meet any given requirements or specifications.

8. Services

8.1 Customer will provide the data and materials required for performance of the Services. Rarity will perform the Services as agreed between the Parties in a separate agreement/form. Rarity will report the results (“Result”) from the Services to Customer upon completion of the Services, or on such other times as agreed between the Parties. 

9. Other Requirements

9.1 Customer acknowledges and agrees that it is their sole responsibility to procure, maintain, and ensure the proper use of any equipment, devices, or tools required for the utilization of the Products and/or Result provided. 

9.2 Customer acknowledges that the Products have only been validated for use as further described in the relevant Product specification. Other use of Products by Customer shall be at Customer’s sole risk. 

9.3 In the event that Customer has or receives (a) any quality complaints regarding the Products or (b) any requests regarding further development of the Products, then Customer shall promptly forward such complaints or requests to Rarity at the following email: support@raritybioscience.com.  

10. License Grant and Intellectual Property Rights

10.1 Customer acknowledges that Rarity owns, or has licenses to, certain methods, materials, technologies, software, approaches, techniques, inventions, processes, know-how or intellectual property, including those embodied in the Products and Result (the “Rarity Background IP”) and that Customer will use certain Rarity Background IP in its use of the Product and/or Result. Customer agrees that (a) all Rarity Background IP is and shall remain the sole and exclusive property of Rarity and (b) (i) any modifications of, derivatives of, or improvements to Rarity Background IP, (ii) any invention, development or discovery that necessarily uses or necessarily incorporates the Rarity Background IP, and (iii) all intellectual property rights, including but not limited to patents, in or related to any Custom Product and/or Result or modifications created, developed, or delivered under this Agreement (collectively, the “Rarity Improvements”) shall be the sole and exclusive property of Rarity. 

10.2 To the extent that Rarity Improvements are developed by Customer or otherwise created under the Agreement, Customer acknowledges that any such Rarity Improvements and any ownership interest in relation thereto shall automatically upon creation be assigned to Rarity. If such automatic assignment is not possible pursuant to applicable law or otherwise, Customer shall, and hereby does, assign, or shall cause to be assigned, all such interest to Rarity. Said assignment specifically provides that Rarity may, at its sole discretion, transfer, license, make available or otherwise dispose of (in whole or in part), as well as make modifications or changes to the Rarity Improvements, including any derivatives thereof. For the avoidance of doubt, Rarity makes no representations or warranties, nor does it assert any ownership rights with respect to intellectual property owned by third parties, as it pertains to such parties’ products contained in the Products.  

10.3 Rarity grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license to (a) use Rarity Background IP disclosed in or embodied in the Products and/or Result, for research purposes, not including diagnostic purposes. 

10.4 If Customer has reason to believe that any Rarity Background IP may be subject to a claim for intellectual property infringement, then Customer shall promptly notify Rarity in writing. Customer shall assist Rarity in enforcing Rarity’s rights in the context of this Agreement, against third parties to which Customer has provided services. 

11. Limited Warranties

11.1 Subject to what is agreed regarding Custom Products in section 7.1 above, Rarity warrants that the Products shall be free from manufacturing defects and shall comply with the applicable specifications of such Products. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 11, RARITY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  

11.2 The warranties set out herein do not apply to defects caused by (a) removal, use, storage, or handling in an improper, inadequate, or unapproved manner, such as failure to follow Rarity instructions or user manual; (b) contact with improperly used or unapproved chemicals or samples; (c) modification or alteration of the Products by anyone other than Rarity or a person authorized by Rarity; or (d) manufacture in accordance with instructions or specifications provided by Customer. Customer’s warranty rights also require that Customer properly inspects the Products upon delivery in accordance with these GTCs. 

12. Limitation of Liability

12.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER THE AGREEMENT. 

12.2 EXCEPT FOR LIABILITY FOR BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, RARITY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE PRICE PAID BY CUSTOMER TO RARITY HEREUNDER.  

13. Confidentiality

13.1 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information, Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

14. Personal Data

14.1 To the extent Rarity processes personal data on behalf of the Customer, Rarity undertakes to only process such data in accordance with Customer’s written instructions and Rarity’s Privacy Notice, which forms part of this Agreement (available at https://raritybioscience.com/privacy-policy/). 

15. Miscellaneous

15.1 Title to Products purchased hereunder shall pass to Customer only after the full payment of the applicable order.  

15.2 Without prejudice to any remedy it may have against the other Party for breach or non-performance of the Agreement, each Party shall have the right to terminate the Agreement in whole or in part with immediate effect by giving the other Party notice in writing if: (i) the other Party is in material breach of the Agreement and fails to remedy such breach or default within thirty (30) days of receipt of written notice from the Party asserting the material breach and requesting its remedy; or (ii) the other Party suspends its payments or otherwise becomes insolvent to the extent that it may not be expected to fulfil its duties. 

15.3 This Agreement, including the GTCs, any related purchase orders and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter  

15.4 This Agreement is binding on and inure to the benefit of the Parties to the Agreement and their respective permitted successors and permitted assignees.  

15.5 This Agreement shall be construed and determined by the substantive laws of Sweden, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any dispute or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall be exclusively submitted to arbitration according to the rules of the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”). The Arbitral Tribunal shall consist of three arbitrators to be nominated and appointed in accordance with the SCC-Rules. The language of the arbitration shall be English. Place of arbitration is Stockholm, Sweden. 

15.6 Neither Party will be held responsible for failure or delay in the performance of any obligation under this Agreement, with the exception of the obligation to pay fees, if such failure or delay is due to acts of God, war, terrorism, strikes, boycotts, labor disputes, fire, pandemics, epidemics, or other loss of facilities, accident or any other cause beyond its control (each, a “Force Majeure Event”). If the performance of any obligation under this Agreement by either Party is prevented, restricted or interfered with by reason of a Force Majeure Event, the Party whose performance is so affected, upon giving prompt notice to the other Party, will be excused from such performance. to the extent of such Force Majeure Event, provided that the Party so affected will take all reasonable steps to avoid or remove such causes of non-performance and will continue performance hereunder with dispatch whenever such causes are removed.