Terms & Conditions of Sale

Download Univercells Technologies general terms & conditions

1. Definitions

1.1 For the purposes of these General Terms and Conditions:

“Confidential Information” means any Information that a reasonable person would conclude the disclosure of which was intended as confidential (based on marking or other circumstances around the disclosure), including, but not limited to, the terms of any applicable Quotation or Purchase Order, any Information related to the Goods and any Intellectual Property Rights relating to Univercells Technologies or the Contracting Party.

“Contracting Party” means any legal entity or natural person, as well as their agents or representatives, which has purchased, leased or rented or intends to purchase, lease or rent Goods (as defined below) from Univercells Technologies S.A. (“Univercells Technologies”).

“Information” shall mean any and all scientific, technical, business or other information, including, but not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, patents, patent applications, copyrighted materials, marketing plans, customer names and other technical, financial or commercial information, practical experience, materials,  including without limitation any and all information, data, documents, prototype, products, samples, equipment concerning the research, development, studies, specifications, formulae or the like and derivatives, and portions or copies thereof, whether patentable or not, and whether in oral, written, visual, graphic, electronic, machine recognizable, or other form or medium.

“Goods” means any product (including spare parts) sold, leased or rented or otherwise supplied by Univercells Technologies to the Contracting Party, including without limitation onsite installation and training services and design and consultancy services with respect to technical solutions, calculations and products, that are incidental to the products or otherwise included in the Purchase Order.

“Intellectual Property Rights”  means patents (including but not limited to divisionals, extensions, improvement patents, supplementary protection certificates, applications), copyrights (including moral rights) and related rights, rights in and to databases (including the right to prevent the extraction or reutilization of information from a database), trademark rights, trade and business names, domain names, trade secrets, rights on unpatented know-how including inventions and discoveries, registered or unregistered designs, software rights, topography rights and any other rights or forms of protection of a similar nature or having equivalent or similar effect, whether or not registered, including all applications for, and renewals or extensions of, such rights.

“Purchase Order” means the Contracting Party’s purchase order issued to Univercells Technologies for the sale, lease, or rental of Goods from Univercells Technologies which shall be limited to the following: (a) a list of the Goods to be purchased, leased or rented; (b) the quantity of each of the Goods; (c) the requested delivery date; (d) the unit price for each of the Goods; (e) the billing address; and (f) the delivery location. Any additional terms or terms inconsistent with those contained herein are null and void.

“Quotation” means Univercells Technologies written offer to Contracting Party for the sale, lease, or rental of Goods from Univercells Technologies.

2. PREVAILING TERMS

2.1 Any agreement for the sale, lease or rental of Goods from Univercells Technologies to the Contracting Party is expressly limited to the terms of these General Terms and Conditions, any applicable Quotation and any permitted terms in the applicable Purchase Order. Other than permitted terms in the applicable Purchase Order, these General Terms and Conditions prevail over any terms or conditions contained in any other documentation relating to the sale, lease, or rental of Goods and expressly exclude any of the Contracting Party’s general terms and conditions contained in any Purchase Order or other document issued by the Contracting Party. In the event of any conflict between these General Terms and Conditions and any Quotation on the one hand and the terms of any Purchase Order or any other document issued by the Contracting Party on the other hand, the terms of these General Terms and Conditions and any Quotation shall prevail. These General Terms and Conditions apply to all future orders of Goods by the Contracting Party whether or not referred to therein.

2.2 Any derogation from these General Terms and Conditions must be agreed by Univercells Technologies expressly in writing (e.g. in Quotation) and shall apply only to the relevant derogating written agreement.

2.3 Neither the Contracting Party’s nor any third party’s terms and conditions shall be binding on or applicable to Univercells Technologies and are expressly rejected.

3. OFFERS

3.1 All Quotations and price lists sent by or on behalf of Univercells Technologies are not binding on Univercells Technologies and do not create an obligation of Univercells Technologies to accept any Purchase Order from the Contracting Party, unless Univercells Technologies states otherwise in writing or by e-mail.

3.2 The content of Univercells Technologies catalogues, brochures, printed materials, price lists and websites are for informational purposes only and any information contained therein is not binding on Univercells Technologies.

3.3 All Information provided (with a Quotation or otherwise) by Univercells Technologies to the Contracting Party shall remain the property of Univercells Technologies and must be promptly returned at Univercells Technologies’ first request.

3.4 Univercells Technologies reserves the right to make technical modifications to the Goods as delivered to the extent such changes do not alter the function and use of the Goods in any material respect. As a result, technical specifications, dimensions and weight may differ from previously provided specifications or other documentation upon delivery and such differences shall not be deemed a breach or used as a basis for a claim against Univercells Technologies.

4. AGREEMENT

4.1 An agreement between the parties regarding the Goods shall be concluded when the following conditions are met: a Purchase Order is completed and signed by the Contracting Party and received and accepted by Univercells Technologies. Acceptance by Univercells Technologies shall be construed either from Univercells Technologies’ confirmation in writing (including e-mail) or from Univercells Technologies’ fulfilment of the Purchase Order. The Contracting Party cannot cancel an accepted Purchase Order without Univercells Technologies’ prior written consent.

4.2 Any additional agreements or changes to existing agreements for Goods, as well as agreements or commitments made (orally or otherwise) by Univercells Technologies’ personnel or on its behalf by salespersons, agents, representatives or other intermediaries regarding Goods, shall only be binding on Univercells Technologies if they are confirmed by Univercells Technologies in writing.

4.3 Upon or after accepting a Purchase Order, Univercells Technologies may, at its sole discretion, require the Contracting Party to provide security to ensure the fulfilment of payment and other obligations.

4.4 Subject to Article 2.1, these General Terms and Conditions, together with any service agreements entered into between the parties, and the specifications in provisions (a) through (f) of article 1.1(C), constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous Understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

5. PRICES

5.1 Only the prices in the applicable Quotation or current price list in effect on the date of delivery of the Goods are valid and applicable to the agreement and the Contracting Party expressly agrees such prices. Unless stated otherwise, all prices listed by Univercells Technologies in an applicable Quotation or its standard price lists are:

  • based on delivery FCA Nivelles (Belgium) (Incoterms ICC 2020);
  • exclusive of VAT, other taxes, import duties, levies and charges;
  • stated and payable in Euro; and
  • subject to change as provided in Article 5.2 below.

5.2 Univercells Technologies has the right to unilaterally change its prices prior to delivery of Goods, even after confirmation of a Purchase Order, in the event of an increase, for whatsoever reason, in one or more of the cost factors, including without limitation, wages, materials and exchange rate fluctuations. In the event of such a price increase by Univercells Technologies, Univercells Technologies shall notify the Contracting Party of the increase, after which the Contracting Party shall have the right to terminate the Purchase Order, within a period of fourteen (14) days from receipt of this notice.

6. DELIVERY

6.1 Delivery shall be deemed made FCA Nivelles (Belgium) (Incoterms ICC 2020). Arrangement of transportation (and associated costs) are assumed by the Contracting Party. The Contracting Party shall assume all risks (including loss) in relation to the Goods as from the time they are delivered (made available at Univercells Technologies’ premises or other FCA delivery location).

6.2 The Contracting Party shall visually inspect the delivered Goods or packaging for potential manufacturing defects or damage upon delivery or at any other mutually agreed time. The Contracting Party shall list on the delivery slip, invoice and/or other document any such visible defects. Any visible defects that are not listed upon delivery, or as mutually agreed thereafter, shall be deemed to have arisen after delivery. In this case, Univercells Technologies shall not be responsible for such defects.

6.3 Univercells Technologies will use commercially reasonable efforts to deliver the Goods on time. Unless expressly agreed otherwise, the delivery times indicated are estimates only. Univercells Technologies shall not be required to pay any compensation if a delivery is not made on time. No delay in the shipment or delivery of any Goods relieves the Contracting Party of its obligations under these General Terms and Conditions, including without limitation accepting delivery of any remaining installment(s) of Goods.

6.4 If the Contracting Party does not take delivery of the Goods at the scheduled time or within the scheduled period, Univercells Technologies shall nevertheless be entitled to invoice the Contracting Party for such Goods. Univercells Technologies shall also be entitled to store the Goods or have them stored at the Contracting Party’s expense and risk. Unless provided otherwise, should the Contracting Party fail to take delivery of the Goods within a period of one month after storage, Univercells Technologies shall be entitled to either perform according to the Purchase Order or terminate the contract without judicial intervention, at the Contracting Party’s expense, either way without prejudice to Univercells Technologies’ right to damages.

6.5 Return shipments may only be accepted with Univercells Technologies’ prior written consent.

6.6 The Contracting Party shall bear the expense and/or risk of any loss or damage, including breakage, at the time of or as a result of storage (including temporary storage) and/or safekeeping and/or processing of the Goods.

7. INDEMNIFICATION

7.1 Unless and to the extent provisions of mandatory law relating to (product) liability or public policy so require, and except for gross negligence or willful misconduct by Univercells Technologies, the Contracting Party agrees to indemnify, defend and hold harmless Univercells Technologies from and against all costs (including the costs of enforcement), expenses, liabilities injuries, direct, indirect and consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings and legal costs (on a full indemnity basis) and judgments asserted against Univercells Technologies or that Univercells Technologies incurs or suffers as a consequence of an action by a third party arising from or relating to: (i) any direct or indirect breach or negligent performance or failure in performance by the Contracting Party of the terms of these General Terms and Conditions or for damage caused in whatsoever way by the wrongful or negligent use or application of the Goods by the Contracting Party, (ii) the purchase, transportation, storage, use or application of the Goods by the Contracting Party, including any claim that Contracting Party’s purchase, importation or use of the Goods is an alleged infringement of a third party’s patent or other proprietary rights if the Goods are made to specifications provided by Contracting Party, or (iii) a claim of infringement of patent or other proprietary rights by Univercells Technologies’ manufacture, importation or sale of the Goods to or for Contracting Party where such claim is caused by implementation of the specifications. 

8. PAYMENT TERMS

8.1 Univercells Technologies shall send an invoice on or before the delivery date to the Contracting Party for the fees and expenses incurred in connection with the Purchase Order.

8.2 Unless agreed otherwise, payment shall be made by deposit or transfer to the bank account indicated by Univercells Technologies. The payment shall be made thirty (30) days from the invoice date, unless agreed otherwise in writing. Any payment or currency exchange expenses or any applicable withholding tax, customs duty or licensing fee shall be solely borne by the Contracting Party. The date of receipt of funds appearing on Univercells Technologies’ bank statements is decisive and shall be considered the payment date.

8.3 Upon or after accepting a Purchase Order, Univercells Technologies is entitled to demand payment security or guarantees (deposit or other) to ensure fulfilment of payment or other obligations at its sole discretion or in the event that information relating to the Contracting Party’s situation (particularly a change in its financial situation), indicates there is a risk of non-payment or delayed payment of the amounts billed for the Goods.

8.4 In the absence of payment within the period mentioned in Article 8.2, the following shall be due by operation of law as of the date of the invoice, without prior proof of default being required: (a) interest for late payment at the reference rate applicable to late payments,  (b) out-of-court collection costs in the amount of 5% of the amount owed, which shall be deemed at least EUR 500, and (c) all other expenses incurred by Univercells Technologies in collecting late payments.

8.5 Each payment by the Contracting Party shall be applied in the following order of priority: (i) first to pay down the interest owed by the Contracting Party, (ii) second, to cover the collection and/or administration costs incurred by Univercells Technologies, as mentioned in Article 8.4, and (iii) third, the remainder, if any, shall be deducted from the outstanding claims, with priority given to the oldest.

8.6 If the Contracting Party wishes to object to an invoice received, it must do so in writing no later than ten (10) working days from the date of receipt of the invoice. In the absence of a written objection within this time period, the invoice shall be deemed accepted by the Contracting Party.

9. RETENTION OF TITLE

9.1 UNIVERCELLS TECHNOLOGIES SHALL RETAIN TITLE TO THE GOODS IN A RENTAL OR LEASE AND, IN THE CASE OF A SALE, UNTIL FULL PAYMENT OF THEIR PRICE, INTEREST AND ADDITIONAL COSTS, TOGETHER WITH ALL OTHER SUMS WHICH ARE, OR WHICH BECOME, DUE TO UNIVERCELLS TECHNOLOGIES FROM THE CONTRACTING PARTY ON ANY ACCOUNT. PAYMENT SHALL NOT BE CONSIDERED EFFECTIVE UNTIL THE FUNDS APPEAR ON UNIVERCELLS TECHNOLOGIES’ BANK STATEMENTS. UNIVERCELLS TECHNOLOGIES SHALL BE ENTITLED TO TAKE ANY ACTIONS LEGALLY REQUIRED OR NECESSARY TO ENSURE AND MAINTAIN SUCH RETENTION OF TITLE SUBJECT TO THE SPECIFIC APPLICABLE NATIONAL LAW.

10. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

10.1 The Contracting Party is not entitled to assign any of its rights or obligations under an agreement or these General Terms and Conditions to any third party without the prior written consent of Univercells Technologies.  Any attempted assignment without such consent shall be null and void.

11.  LIMITATION OF LIABILITY

11.1 EXCEPT AS PROVIDED IN HEREINBELOW, THE GOODS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND UNIVERCELLS TECHNOLOGIES SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF STATUTE, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR ANY OTHER IMPLIED WARRANTY.  CONTRACTING PARTY ACCEPTS ALL RISKS CONNECTED WITH ITS USE OF THE GOODS AND CONDUCT OF ANY RESEARCH THEREWITH.

Subject to Article 13, Univercells Technologies provides a limited warranty, for a period of twelve (12) months from the earlier of the date of acceptance of the Goods or one month after the date of delivery (three (3) months in case of spare parts) or, in the case of rental or lease, for the shorter of twelve (12) months from the date of delivery or the term of the rental or lease (warranty period), that, on delivery, the Goods shall:

a. materially comply with the relevant technical specifications (whether provided by Univercells Technologies in quotation or otherwise or, as the case may be, customized and defined by the Contracting Party and agreed to by Univercells Technologies in writing); and

b. be free from material defects in material and workmanship.  For clarification, Univercells Technologies makes no warranty as the performance of the Goods in Contracting Party’s intended use or application.

11.2 Except as provided in Article 11.1 hereinabove, Univercells Technologies’ contractual and extra-contractual liability under any circumstances, excluding gross negligence and/or fraud, shall be limited to the maximum amount invoiced by Univercells Technologies for the Goods supplied, or any part thereof.  IN NO EVENT SHALL UNIVERCELLS TECHNOLOGIES BE LIABLE TO THE CONTRACTING PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, ARISING IN ANY WAY OUT OF, UNDER OR RELATED TO THIS AGREEMENT OR TO THE SHIPMENT, HANDLING OR STORAGE OF THE GOODS OR USE THEREOF, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

11.3 Except as provided in Article 11.1 hereinabove, Univercells Technologies excludes any warranty or guarantee on its Goods and shall in any case not be liable for any loss or damage caused directly or indirectly by:

a. any defect that did not exist at the time the Goods were delivered or if the defect only appeared afterwards, if it is plausible in view of the circumstances, that it did not exist at the time of delivery;

b.            non-compliance of the Goods with government regulations outside of the European Union;

c. any defect the existence of which is impossible to discover based on the state of scientific and technical knowledge at the time the Goods were delivered;

d. with respect to the manufacturer of a part, any defect attributed to the design of the product to which the part belongs or to the instructions provided by the manufacturer of the part;

e. negligence on the part of the Contracting Party, the Contracting Party’s staff or other persons it has engaged with or any other person acting on behalf of the Contracting Party;

f. infringement of any intellectual property right or any other exclusive right or the infringement or violation of a license of any such right, which directly or indirectly results from the use and/or application and/or publication or reproduction of information provided by or on behalf of the Contracting Party, such as descriptions, specifications, drawings, models, designs and the like;

g. normal wear and tear of the Goods; and

h. improper use or storage of the Goods (particularly their use-by date) and/or non-compliance with instructions provided by Univercells Technologies.

11.4 Univercells Technologies is not responsible and cannot be held liable for the content of models, designs, drawings, examples and/or materials supplied by the Contracting Party.

11.5 The Contracting Party shall be liable for any damage caused to Univercells Technologies due to the Contracting Party’s failure to perform obligations under the Purchase Order or these General Terms and Conditions.

11.6 The Contracting Party shall notify Univercells Technologies immediately in writing of any changes to its contact information. Failure to do so shall result in the Contracting Party being held liable for any possible direct or indirect damage sustained by Univercells Technologies due to the Contracting Party’s failure to so notify Univercells Technologies.

11.7 This Article 11 of these General Terms and Conditions shall survive termination or invalidation of any agreement concluded with Univercells Technologies, regardless of the reason.

12. FORCE MAJEURE

12.1 If Univercells Technologies is prevented from performing under the Purchase Order in whole or in part due to a permanent or temporary event of force majeure caused by external or internal circumstances beyond its control, it shall be entitled to extend the delivery period accordingly and, without judicial intervention being required and without being liable for compensation or damages, to terminate the Purchase Order in whole or in part by giving written notice to this effect. In this case, Univercells Technologies remains entitled to payment by the Contracting Party for Goods or Services delivered prior to the event of force majeure.

12.2 Force majeure includes all circumstances that render it impossible for Univercells Technologies to temporarily or permanently fulfil its obligations, including without limitation damages, losses or destruction, or malfunction of any equipment or software, or any consequence thereof, caused by fire, earthquake, flood, water, the elements, epidemic/pandemic, government measures, strikes or other labor disturbances, unavailability of transportation, failure of normal sources of supply, inability to obtain raw materials, terrorism, war, acts or omissions of third-parties other than subcontractors of a Univercells Technologies (due to circumstances within this Article or other reasons beyond the control of Univercells Technologies), or failure by suppliers to deliver goods necessary to supply the Goods, as well as any circumstances under which Univercells Technologies can no longer be expected to perform or further perform its obligations to the Contracting Party or where delay or other aspects of performance are affected. Univercells Technologies may also rely on force majeure if the event of force majeure arises after its performance should have been carried out.

13. COMPLAINTS

13.1 Without prejudice to the application of Article 6.2 of these General Terms and Conditions (visible defects), any complaints regarding shortcomings or defects of the Goods detected upon installation must be reported to Univercells Technologies in writing using the Equipment Acceptance document provided by Univercells Technologies. No use of the Goods is to be made by the Contracting Party before completion of such Equipment Acceptance document.  In the event of a failure to make any claim in the Equipment Acceptance document for any such defects or in the event of Contracting Party’s use of such Goods before submission of such document, the Contracting Party shall be considered as having accepted delivery and Univercells Technologies shall no longer be liable with respect to the non-compliance of the delivered Goods except for warranty obligations. For any shortcomings or defects that are not attributable to the Contracting Party and could not reasonably be discovered upon the inspection at delivery in accordance with this Article 13.1 or after installation, the Contracting Party shall immediately report such shortcoming or defect upon discovery to Univercells Technologies in writing and in any case within twelve (12) months from delivery, so as to be considered under the warranty.

13.2 After expiry of the period(s) indicated in Article 13.1 above, the Contracting Party shall be deemed to have accepted the Goods and Univercells Technologies shall no longer be required to address any such complaints except under the warranty.

13.3 Upon investigation by Univercells Technologies, if the complaint is deemed founded, Univercells Technologies shall, at its option, take back the defective Goods and replace them or otherwise repair the Goods in working order. Rather, if the complaint is determined to be unfounded, Contracting Party shall reimburse Univercells Technologies for all expenses incurred in investigating the Goods.

13.4 The submission of a complaint does not release the Contracting Party from its obligations (including payment obligations) to Univercells Technologies. Univercells Technologies shall at all times be entitled to set off possible claims by the Contracting Party against Contracting Party.

13.5 THIS ARTICLE 13 SETS FORTH THE CONTRACTING PARTY’S SOLE AND EXCLUSIVE REMEDY AND UNIVERCELLS TECHNOLOGIES’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN ARTICLE 11.1.

14. INTELLECTUAL PROPERTY

14.1 Each party acknowledges that the other party possesses certain Intellectual Property Rights, and other assets, which have been independently developed (“Existing IP”), and that such other party shall remain the sole and exclusive owner of all such respective Existing IP.  Neither party shall at any time claim any right, title or interest in or to the Existing IP of the other Party, by means of registration, transfer, license or otherwise unless expressly permitted in writing by the other party. 

14.2 It is understood that any and all proprietary rights, including Intellectual Property Rights, in and to the Goods or the general methods of using the Goods and the associated Univercells Technologies Information shall be and remain Univercells Technologies’ exclusive property at all times.  The Contracting Party shall refrain from infringing Univercells Technologies’ Intellectual Property Rights and shall indemnify Univercells Technologies from all losses, cost, demands, reasonable expenses (including legal expenses) in respect of any claims, proceedings or allegations that may be brought by third parties alleging an infringement of their rights (particularly on the grounds of intellectual property rights or unfair competition) by the Contracting Party.

14.3 The Contracting Party shall not alter the Goods delivered by Univercells Technologies, including (trade) marks and markings on the packaging and/or the Goods and shall not resell the Goods in any manner without prior written consent by Univercells Technologies. The Contracting Party also shall not (and shall not cause any third party to) analyze, disassemble, decompile, test, reverse-engineer or otherwise deconstruct the Goods as delivered to determine any characteristic and/or the chemical composition or structure thereof, unless specifically agreed to by Univercells Technologies in writing.  Notwithstanding the above, activity with respect to software interoperability pursuant to article XI 300 Belgian Code of Economic Law is permitted, as applicable.

14.4 The Contracting Party guarantees to Univercells Technologies that it is the owner of or has the appropriate rights in all models, drawings, designs, examples and/or materials or other Information supplied to Univercells Technologies and that it is entitled to place these at Univercells Technologies’ disposal for the agreed purposes. The Contracting Party shall indemnify Univercells Technologies for any claims resulting from any infringement of third-party rights with respect to such models, drawings, designs, examples and/or materials or other Information.

14.5 To the extent it becomes aware, the Contracting Party shall promptly notify Univercells Technologies of any infringements of Univercells Technologies’ Intellectual Property Rights related to the Goods.

14.6 The Contracting Party shall cause its staff, its affiliates and other contracting parties to respect the provisions of this Article.

15. NEW IP OWNERSHIP

15.1 Notwithstanding anything contained herein to the contrary, any inventions and all improvements, modifications, or derivatives (“New IP”) directed to the Contracting Party’s proprietary testing and process know-how, whether patentable or unpatentable, conceived, made, created or developed in the course of using the Goods or Univercells Technologies Information shall be owned by the Contracting Party while any New IP directed to the Goods and general manufacturing methods of using the Goods whether patentable or unpatentable, conceived, made, created or developed in the course of using the Goods or Univercells Technologies Information shall be owned by Univercells Technologies.

15.2 Where applicable, and as far as permitted by the applicable law, the Contracting Party shall transfer the rights, titles or interest in any New IP in and to the Goods and to the general manufacturing methods of using the Goods to Univercells. The Contracting Party shall, at Univercells Technologies’ cost, perform all further acts and things, and execute and deliver all further documents, required by law or which Univercells Technologies requests, to vest in Univercells Technologies the full benefit of the right, title and interest assigned to the Univercells Technologies under the agreement, including registration of Univercells Technologies as applicant or (as applicable) proprietor of these assigned rights. Univercells Technologies shall have the exclusive right to file for any Intellectual Property Right for all or part of these New IP in and to the Goods and to the general manufacturing methods of using the Goods.

16. NO LICENSE

16.1 It is expressly understood that the transfer of the Goods and the disclosure of the Information is solely for the purpose specified in the Quotation, Purchase Order or other documentation of this agreement. Nothing herein shall be construed as granting to the Contracting Party any rights or license under the Information, Existing IP, New IP or other rights owned by Univercells Technologies concerning the Goods or the Information except as expressly permitted in writing.

17. CONFIDENTIALITY

17.1 Each party in receipt of Confidential Information, whether verbal or in writing or in any other form, of the other party shall not disclose such Confidential Information to third parties or use such Confidential Information for any purpose other than performance under the agreement.

17.2 The recipient of Confidential Information shall limit access of such Confidential Information to those of its employees who need to know it for purposes of the recipient’s performance hereunder or otherwise in connection with the Contracting Party’s purchase, lease or rental, and use of the Goods. The recipient’s employees shall be advised of the confidential nature of the information, and the recipient shall be responsible in case of breach of these terms by any such employee. A recipient of Confidential Information shall treat the Confidential Information with the same degree of care that it exercises in protecting its own confidential and/or proprietary information, and in any case not less than a reasonable degree of care.

17.3 The obligations arising from this article shall survive for ten (10) years after the expiration, termination or invalidation, for any reason, of any related agreement.

17.4 Confidentiality obligations shall not extend to information that is in the public domain at the time of receipt, enters the public domain after receipt other than by the recipient’s breach of confidentiality, that is lawfully received from third parties, or to the extent the recipient is held to disclose information under the law or by governmental or judicial order.

17.5 For the avoidance of doubt, the non-public aspects of the Goods and associated Information and the terms of any related Quotation or Purchase Order shall be treated as Confidential Information by Univercells Technologies and the Contracting Party.

18. FEEDBACK

18.1 The Contracting Party may, from time to time, particularly upon request of Univercells Technologies, share  feedback on the progress of its use of the Goods and other Information Univercells Technologies may reasonably request. If Contracting Party, in its sole discretion any such Feedback or any other Information, it shall be treated as the Information of the Contracting Party provided, however, that Univercells Technologies shall receive a non-exclusive, perpetual, worldwide, royalty-free license to use any such feedback and Information for its product development and commercialization activities.

19.  RETURN

19.1If applicable, at the termination of the rental and/or lease and/or upon Univercells Technologies’ request, the Contracting Party, in the case of equipment, shall promptly return the Goods to Univercells Technologies and, in case of consumables, shall promptly destroy such Goods.  The Contracting Party shall comply with all laws and regulations regarding decontamination of the equipment before shipping back to Univercells Technologies, all at its own expense.  Further, the Contracting Party shall notify Univercells Technologies of any virus or other biologic to which the equipment has been exposed and confirm the decontamination plan with Univercells Technologies prior to return.  The returned equipment will be inspected by Univercells Technologies for damage and proper function.  Should Univercells Technologies determine that the Contracting Party caused any damage beyond normal wear and tear resulting from proper usage or that decontamination was not properly implemented and Univercells Technologies notifies the Contracting Party within 30 working days of receipt, the Contracting Party shall assume liability for the costs of repair or replacement of such equipment, whichever is lower and any other liabilities due to their action or inaction.

19.2 Upon termination of a lease or rental, Information shared with Contracting Party must be promptly returned or destroyed at the request of Univercells Technologies.

20. AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS

20.1 Univercells Technologies reserves the right to unilaterally amend, restate, amend and restate, or modify these General Terms and Conditions for any legitimate reason and without contradicting other agreed terms.

20.2 Any such modifications shall also apply to existing agreements among the parties for the sale, lease or rental of Goods. The amended General Terms and Conditions shall enter into effect thirty (30) days after publication of the amendments on www.Univercells Technologies.com and notification of such to the Contracting Party.

20.3 If the Contracting Party does not consent to the amendment of these General Terms and Conditions, it shall be entitled to terminate the agreement until the date the amended General Terms and Conditions are scheduled to enter into effect.

21. TERM AND TERMINATION

21.1 Univercells Technologies has the right to terminate any agreement and associated terms of the Purchase Order governed by these  General Terms and Conditions, effective immediately, at any time, without judicial intervention and/or compensation, in the event the Contracting Party commits a breach, of any kind, of any provision of these  General Terms and Conditions, or any provision of an Purchase Order governed by these  General Terms and Conditions, and such breach is not remedied within a period of thirty (30) days after notifying the Contracting Party of its intention to terminate the agreement.

21.2 Univercells Technologies is entitled, to the fullest extent admitted by law, to terminate any agreement with the Contracting Party and to cancel any assignment, effective immediately, without judicial intervention and/or compensation, and to request payment in full of any amounts owed by the Contracting Party to Univercells Technologies, in the event that:

a. the Contracting Party files for bankruptcy;

b.  the Contracting Party becomes insolvent, is declared bankrupt, annulled, winded up or dissolved by a judicial order;

c.  the Contracting Party files a petition for temporary relief or composition with creditors (“gerechtelijke reorganisatie/réorganisation judiciaire” or any local equivalent);

d. the Contracting Party is granted temporary relief or a composition with creditors;

e. the Contracting Party (for a legal entity) is liquidated or terminated;

f. there is a material change in the person or entity capable of influencing the management and policy of the Contracting Party, through voting rights, contracts or otherwise;

g. an agreement with Univercells Technologies is assigned without Univercells Technologies’ prior written consent; or

This article is intended to cover all insolvency procedures including any proceedings referred to in EU Regulation 2015/848 on Insolvency Proceedings.

21.3 The provisions of Article 21.1 and Article 21.2 are without prejudice to Univercells Technologies’ right to claim damages from the Contracting Party or to collect payment for Goods delivered prior to termination.

22. PERSONAL DATA PROCESSING

22.1 Without limiting the foregoing, if Univercells Technologies processes data from the Contracting Party as part of the provision of Goods and on behalf of the Contracting Party which relates to an identified or identifiable person (“personal data”), Univercells Technologies shall only process such personal data as part of the performance of the provision of Goods, its legal obligations or its legitimate interests. The processing shall be carried out in accordance with the provisions of Univercells Technologies’ Privacy Notice (available on its website).

22.2 For all personal data transferred by or on behalf of the Contracting Party to Univercells Technologies, the Contracting Party represents and warrants having processed and transferred the personal data in compliance with any applicable law, and in particular having an appropriate legal ground to do so and having duly informed the concerned individuals in light of the processing activities described in Univercells Technologies’ Privacy Notice.

22.3 If the Contracting Party processes personal data of Univercells Technologies or its employees, directors, agents, representatives or other business contacts as part of the provision of Goods or in the course of performing the agreement, the Contracting Party shall do so as a separate data controller in full compliance with any applicable law.

23. DISPUTE RESOLUTION AND GOVERNING LAW

23.1 Each offer and agreement and the execution thereof are governed exclusively by Belgian law, without giving effect to any other choice of law or conflict-of-law rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable, expressly excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention).

23.2 In the event a court finds one or more provisions of these General Terms and Conditions to be unlawful, the other provisions shall remain in full force and effect. In that case Univercells Technologies and the Contracting Party undertake to negotiate a new provision to replace the invalidated provision, which reflects insofar as possible the purpose and scope of that provision.

23.3 In the event Belgian law or any other law which might mandatorily be applicable to any provision of these General Terms and Conditions, results in any such provision not to be valid or enforceable as drafted, it will be deemed drafted as valid or enforceable under such laws to the fullest extent admissible to achieve the same or the closest possible result. If any provision other than provisions relating to the provision of Goods, the pricing and liability limitations nevertheless remains invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions or the whole agreement between the Contracting Party and Univercells Technologies.

23.4 In the event of a dispute arising from or in relation to the validity, interpretation or performance of these General Terms and Conditions or a Purchase Order governed by these General Terms and Conditions, the parties agree that they shall use their best efforts to settle amicably. In the event of an unsettled dispute, Univercells Technologies and the Contracting Party commit to each other to cooperate, without prejudice, in the frame of mediation process to still reach a settlement.  The party wishing to implement the mediation process will notify the other party by registered mail (or e-mail if the other Party acknowledges good receipt of the same) (the “Mediation Notification”). Univercells Technologies and the Contracting Party agree to jointly request the appointment of a mediator by the Belgian Center for Arbitration and Mediation (CEPANI) within 15 days of the receipt of the Mediation Notification.  The parties commit to attend on an equally costs-shared basis at two (2) meetings of at least one (1) hour in the presence of the appointed mediator at least one (1) week apart.  It is only after these two meetings have taken place that any party may put an end to the mediation process in notifying the mediator and the other party by registered letter (or e-mail if the other party acknowledges good receipt of the same) (the “Mediation Termination Notification”). The party notifying the Mediation Termination Notification commits (i) not to send same earlier than one (1) week after the second meeting referred to hereabove and (ii) to attend a last meeting with the mediator and the other party to explain the reasons for terminating the mediation process.

23.5 If mediation fails, the French-speaking courts of Brussels shall have exclusive jurisdiction.