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UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

1. GENERAL.

Oxoid Limited, a wholly owned subsidiary of Thermo Fisher Scientific Inc. ("Seller") hereby offers for sale to the buyer named on the face hereof ("Buyer") the products listed on the face hereof (the "Product(s)") on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ from the terms of Buyer’s offer, this document will be construed as a counter offer and will not be effective as an acceptance of Buyer’s document. Buyer’s receipt of Products provided hereunder will constitute Buyer’s acceptance of this Agreement. This is the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer's purchase of the Products. No waiver, consent, modification, amendment or change of the terms contained herein will be binding unless in writing and signed by Seller and Buyer. Seller's failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing by an authorised representative of Seller.

2. PRICE.

All prices published by Seller or quoted by Seller's representatives may be changed at any time without notice. All prices quoted by Seller or Seller’s representatives are valid for acceptance for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller's price in effect at the time of shipment. All prices are subject to adjustment due to specifications, quantities, raw materials, cost of production, shipment arrangements, special packaging, or other terms or conditions which are not part of Seller's original price quotation.

3. TAXES AND OTHER CHARGES.

Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.

4. TERMS OF PAYMENT.

Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the terms on the face hereof. If no payment terms are stated on the face hereof, payment will be net thirty (30) days from the date of invoice. If Buyer fails to pay any amounts when due, Buyer will pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller's rights hereunder. Seller reserves the right to cancel any order or stop delivery of Products and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at any time that Seller believes in good faith that Buyer's financial condition does not justify the terms of payment specified. All payments will be made in Pounds Sterling.

5. DELIVERY, CANCELLATION OR CHANGES BY BUYER.

Unless agreed otherwise in writing, the Products will be delivered Ex-Works, the Seller’s facility (Incoterms 2000). Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver. In the event of a delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in storage for Buyer by Seller at Buyer's risk and expense. Orders in process may be cancelled only with Seller's written consent and upon payment of Seller's cancellation charges. Orders in process may not be changed except with Seller's written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefore. Credit will not be allowed for Products returned without the prior written consent of Seller.

6. TITLE AND RISK OF LOSS.

Title to and risk of loss of the Products will pass to Buyer upon delivery.

7. WARRANTY.

Products are warranted to operate or perform substantially in conformance with published Product specifications in effect at the time of sale, as set forth in the Product documentation, specifications and/or accompanying package inserts (“Documentation”) and to be free from defects in material and workmanship. The warranty provided herein is valid only when used by properly trained individuals. Unless otherwise stated in the Documentation, the warranty is limited to the condition of the Products upon delivery. This warranty does not extend to anyone other than Buyer. No other warranties express or implied, are granted, including without limitation, implied warranties of merchantability, fitness for any particular purpose, or non infringement. Buyer’s exclusive remedy for non-conforming Products during the warranty period is limited to replacement of or refund for the non-conforming Product(s). There is no obligation to replace Products as the result of (i) accident, disaster or event of force majeure, (ii) misuse, fault or negligence of or by Buyer, (iii) use of the Products in a manner for which they were not designed, or (iv) improper storage and handling of the Products. Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer or third party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.

8. INDEMNIFICATION.

8.1 By Seller.
Seller agrees to indemnify, defend and save Buyer, its officers, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) for injury to or death of persons or damage to property to the extent caused by the negligence or wilful misconduct of Seller, its employees, agents or representatives or contractors. Buyer will provide Seller prompt written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller will have the right to assume exclusive control of the defence of such claim or, at the option of the Seller, to settle the same. Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section.

8.2 By Buyer.
Buyer will indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or wilful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of the Products for any purpose for which they are not designed or by a non-technically qualified individual; (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iv) Buyer’s compliance with designs, specifications or instructions supplied to Seller by Buyer; (v) use of a Product in an application or environment for which it was not designed; or (vi) modifications of a Product by anyone other than Seller without Seller's prior written approval.

9. LIMITATION OF LIABILITY.

9.1 Subject only to clause 9.3, the liability of Seller under these terms and conditions (whether by reason of breach of contract, tort, indemnification, or otherwise, but excluding liability of Seller for breach of warranty (the sole remedy for which will be as provided under section 7 above)) will not exceed an amount equal to the total purchase price paid by Buyer to Seller with respect to the Product(s) giving rise to such liability.

9.2 Subject only to clause 9.3 below, in no event will Seller be liable for any indirect, special, consequential or incidental damages (including without limitation damages for loss of use of facilities or equipment, loss of revenue, loss of data, loss of profits or loss of goodwill), regardless of whether Seller (a) has been informed of the possibility of such damages or (b) is negligent.

9.3 For the avoidance of doubt, nothing in this agreement shall exclude or restrict the Seller’s liability for any fraud, to any person for death or personal injury to that person resulting from the Seller’s negligence or in respect of any mandatory liability which may not be excluded or limited under applicable law.

10. EXPORT RESTRICTIONS.

Buyer acknowledges that each Product and any related technology, including technical information supplied by Seller or contained in documents (collectively “Items”), may be subject to national, EU and US export controls, which may restrict or require licenses for the export of Items and their re-export from other countries. Buyer will comply with all applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer will not, without first obtaining the required license to do so (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the EU or U.S. Buyer will cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and will indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or customers.

11. CONFIDENTIALITY.

Buyer agrees that all pricing, discounts, and other commercial or technical information that Seller provides to Buyer are the confidential and proprietary information of Seller. Buyer agrees to (i) keep such information confidential and not disclose such information to any third party, and (ii) use such information solely for Buyer’s internal purposes and in connection with the Products supplied hereunder. Nothing herein will restrict the use of information available to the general public.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 The Buyer shall leave in position and not cover, deface or erase any notices or other marks (including without limitation serial numbers and notices that a trade mark, design, patent or copyright relating to the Products is owned by the Seller or a third party) which the Seller may place on or affix to the Products. The Buyer shall not use any trade mark of the Seller on its note paper or in any other way other than in relation to the Products in respect of which the Buyer has used such trade mark. In particular, but without limitation, the Buyer shall not in any of its stationery nor by any sign at its premises or otherwise indicate that it is in any way connected with the Seller other than (if such be the case) that it is an authorised distributor of the Products.

12.2 The Buyer acknowledges that all intellectual property rights in the Products do and shall continue to belong to the Seller and the Buyer agrees that it will not infringe any of the Seller’s intellectual property rights. In addition, the Buyer agrees to notify the Seller as soon as it becomes aware of any third party infringement of the Seller’s intellectual property rights, or any infringement by the Seller or any of the Products of any third party intellectual property rights. The Seller shall be at liberty with the Buyer’s assistance, if required, but at the Seller’s expense to conduct all negotiations in the Buyer’s name for the settlement of the same or any litigation which may arise there from. Subject to proper notification and provided that no Products or any part thereof shall be used for any purpose other than that for which the Seller shall supply them, the Seller will indemnify the Buyer in respect of any sum the Buyer may be lawfully required to pay or pay with the Seller’s consent to any third party claimant, but the indemnity shall not extend so as to entitle the Buyer to recover from the Seller any sum exceeding the total contract price for such Products.

12.3 Where Products are at the Buyer’s request made and supplied by the Seller other than to the Seller’s own specification, the Seller accepts no liability for infringement or alleged infringement of any intellectual property rights in respect thereof and the Buyer will indemnify the Seller against any such claims.

12.4 So far as it concerns Products supplied other than of the Seller’s own manufacture, the Buyer will be entitled only to such indemnity in respect of infringement or alleged infringement of intellectual property rights as the Seller may obtain from the Seller’s supplier and provided that the Seller is not called upon to bear any liability or expense greater then the amount recovered from the Seller’s supplier.

12.5 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under such policy or cover (which the Buyer shall use its best endeavours to do).

12.6 Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.

13. MISCELLANEOUS.

13.1 Software Products. Please refer to Seller’s specific Terms and Conditions for Software Products, available from Seller’s marketing department.

13.2 Buyer may not delegate any duties nor assign any rights or claims hereunder without Seller's prior written consent, and any such attempted delegation or assignment will be void.

13.3 The rights and obligations of the parties hereunder will be governed by and construed in accordance with the laws of England and the courts of England shall have exclusive jurisdiction to hear disputes between the parties. In the event of any legal proceeding between the Seller and Buyer relating to this Agreement, neither party may claim the right to a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury. Any action arising under this Agreement must be brought within one (1) year from the date that the cause of action arose. The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded.

13.4 In the event that any one or more provisions contained herein will be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will remain in full force and effect, unless the revision materially changes the bargain.

13.5 Seller's failure to enforce, or Seller's waiver of a breach of, any provision contained herein will not constitute a waiver of any other breach or of such provision.

13.6 Any notice or communication required or permitted hereunder will be in writing and will be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to a party at the address specified herein or at such other address as either party may from time to time designate to the other.