Luminex xPONENT 3.1 - Manual (Page 3)

Standard Terms and Conditions For Use of Product
By opening the packaging containing this product ("Product") or by using such Product in any manner,
you are consenting and agreeing to be bound by the following terms and conditions. You are also
agreeing that the following terms and conditions constitute a legally valid and binding contract that is
enforceable against you. If you do not agree to all of the terms and conditions set forth below, you must
promptly return the Product for a full refund prior to using them in any manner.
1. Acceptance - ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE
TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER'S ASSENT THERETO. NO
VARIATION OF THESE TERMS AND CONDITIONS SHALL BE BINDING UPON LUMINEX
CORPORATION ("LUMINEX") UNLESS AGREED TO IN WRITING AND SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF LUMINEX. For purposes of this agreement, "Seller" shall
mean the Luminex authorized reseller that sells the Product to Buyer. Buyer, by accepting the Product
shall be deemed to have assented to the terms and conditions set forth herein, notwithstanding any
terms contained in any prior or later communications from Buyer and whether or not Seller shall
specifically or expressly object to any such terms.
2. Warranties - Any warranty obligations for the Product shall be exclusively provided in writing to
Buyer directly by Seller. LUMINEX MAKES NO WARRANTY WHATSOEVER REGARDING THE
PRODUCT AND LUMINEX SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. NEITHER SELLER NOR LUMINEX SHALL IN ANY EVENT BE LIABLE
FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM
ANY USE OR FAILURE OF THE PRODUCT, EVEN IF SELLER OR LUMINEX HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR
LOSS OF WORK IN PROGRESS, DOWN 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.
3. Buyer's Use of Product - 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, and Buyer does not receive
any right under Luminex's patent rights hereunder. Buyer acknowledges and agrees that the Product
is sold and licensed only for use with Luminex's standard fluorescently dyed microspheres. Buyer
further acknowledges that the Product have 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 Luminex or Seller's technical specifications or material data
sheets furnished to Buyer. Buyer expressly represents and warrants to Luminex that Buyer 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 MODIFI-
CATIONS, 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 PAT-
ENTS FOR ALL PURPOSES. NOTWITHSTANDING THE FOREGOING, "IMPROVEMENT PAT-