Terms and Conditions of Sale for all other AbD Products and Services

ALL USERS OF PRODUCTS (*as defined in Section 1.3 below) ORIGINALLY SUPPLIED BY MORPHOSYS UK LIMITED (TRADING AS ‘AbD Serotec’) SHALL READ AND COMPLY WITH THE FOLLOWING NOTICE.

The Terms & Conditions appearing below apply to all sales of Products by MorphoSys UK Limited or its affiliated companies (together referred to as “AbD Serotec”). Customers buying from AbD Serotec’s distributors should also refer to the terms of sale of those distributors for all contractual terms.

NOTICE ONLY PRODUCTS SPECIFICALLY DESCRIBED IN AbD Serotec’S LITERATURE AND WEB-SITE AS “AbD SEROTEC DIAGNOSTIC PRODUCTS” SHALL BE USED FOR DIAGNOSTIC PROCEDURES.

ALL OTHER PRODUCTS SUPPLIED BY AbD Serotec SHALL BE USED FOR RESEARCH PURPOSES ONLY.

NO AbD Serotec PRODUCTS ARE TO BE USED IN ANY THERAPEUTIC PROCEDURE.

AbD Serotec PRODUCTS ARE ONLY SUITABLE FOR USE BY PERSONS TRAINED IN THE RELEVANT LABORATORY TECHNIQUES.

ALL PERSONS INTENDING TO USE AbD Serotec PRODUCTS MUST RELY ON THEIR OWN KNOWLEDGE AND JUDGEMENT IN THE SELECTION AND USE OF THOSE PRODUCTS.

USERS SHOULD ALWAYS READ THE GUIDANCE AND WARNINGS IN THE RELEVANT INSTRUCTIONS FOR USE BEFORE TAKING DELIVERY, STORING OR USING AbD Serotec PRODUCTS - PLEASE REFER TO THE AbD Serotec WEB-SITE. INSTRUCTIONS FOR USE ARE A SYNOPSIS OF SOME OF THE PUBLISHED WORK ON RELEVANT AREAS OF RESEARCH. THE REFERENCED SOURCES SHOULD ALWAYS BE REFERRED TO BY USERS FOR FULLER DISCUSSION OF THE TECHNIQUES DESCRIBED.

DIAGNOSIS MUST ALWAYS BE UNDERTAKEN BY A DULY QUALIFIED CLINICIAN ON THE BASIS OF ALL APPROPRIATE EVIDENCE AND BEST CLINICAL PRACTICE, NOT IN SOLE RELIANCE ON LABORATORY TESTS.

ANTIBODIES AND RELATED PRODUCTS HAVE A LIMITED USABLE LIFE AND REQUIRE STORAGE AND USE IN CONTROLLED CONDITIONS. AbD Serotec WILL ONLY ENTERTAIN WARRANTY CLAIMS IF ALL RELEVANT GUIDELINES FOR STORAGE AND USE, INCLUDING ALL AbD Serotec INSTRUCTIONS FOR USE, HAVE BEEN FOLLOWED.

USERS ARE RESPONSIBLE FOR COMPLYING WITH ANY LEGISLATION OR REGULATIONS GOVERNING THE IMPORTATION OF THE PRODUCTS INTO THE COUNTRY OF DESTINATION.

1. Introduction

• 1.1 These Terms & Conditions apply to all sales of Products (as defined below) by MorphoSys UK Limited trading as AbD Serotec, whose registered office is at Greyfriars Court, Paradise Square, Oxford OX1 1BB, UK, registered number 1604642, VAT number 336458245 or its affiliated companies, together rereferred to as “AbD Serotec”.
• 1.2 “Customer” means the person, firm or company who purchases the Product from AbD Serotec.
• 1.3 “Product” means any product sold and supplied by AbD Serotec to the Customer, but expressly excludes HuCAL® custom monoclonal antibody services, which are subject to separate terms and conditions of AbD Serotec.

AbD Serotec will sell to the Customer the Products from its catalogue(s) subject to these Terms & Conditions (which include the Notice appearing above), which supersede any standard terms of business of the Customer. No variation of these Terms & Conditions and no representations about the Products will be binding upon AbD Serotec unless it is in writing and is signed by AbD Serotec’s authorised representative.

2. Orders

AbD Serotec will only accept orders placed in one of the following ways:

• 2.1 by a written request delivered to the AbD Serotec address by post, by fax, by e-mail
• 2.2 by the AbD Serotec website on-line ordering facility
• 2.3 by a telephone request

All orders should refer to AbD Serotec’s Product(s) code mentioned in AbD Serotec’s product catalogue or Website, for the relevant Product(s) and should contain a “Purchase Order Number”, contact information, and an account number if known. Written orders should be on official Customer stationery.

Each contract between AbD Serotec and the Customer shall be on these Conditions to the exclusion of all other Terms and Conditions (including any Terms or Conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

Each order or acceptance by the Customer of a quotation for a Product from AbD Serotec shall be deemed to be an offer from the Customer to buy Products subject to these Terms & Conditions.

No order placed by the Customer shall be deemed to be accepted until a written acknowledgement of order is issued by AbD Serotec or when the Product is delivered to the Customer, whichever occurs first.

3. Specification of Products

Subject to the terms stated below, each Product to be supplied will be as described under the relevant Product code in the catalogue and in the edition of the Instructions for Use (“IFU”) for that Product code published by AbD Serotec most recently before the Customer’s order. Customers should always obtain the IFU from AbD Serotec’s web-site before ordering and will be taken to be fully aware of all information and warnings in the IFU. In the event of any conflict between the IFU and the catalogue, the IFU will prevail.

AbD Serotec Products are frequently derived from state-of-the-art research and the Notice appearing above applies to anything set out in the catalogue or the IFU.

AbD Serotec’s employees, distributors or agents are not authorised to make any representations concerning the Products beyond what appears in the catalogue or IFU unless confirmed by AbD Serotec in writing. Under these Terms & Conditions, the Customer acknowledges that it does not rely on, and waives any claim arising from, any such representations which are not so confirmed.

4. Price

The prices quoted in AbD Serotec’s catalogue do not include packing and carriage charges or insurance and are exclusive of VAT. A packing charge (for example for wet or dry ice) may be added to the price of the Product by AbD Serotec. AbD Serotec will give the Customer an estimate of the packing charge on receipt of the order.

Prices are shown for standard package sizes . AbD Serotec will supply the Customer with prices for quantities outside those listed in the AbD Serotec catalogue on request.

AbD Serotec reserves the right to amend prices and Product specifications without notice, but not with effect for contracts which have been concluded on the basis of old prices and/or Product specifications.

5. Delivery

Delivery will be at the address specified by the Customer at the time the order is placed, but AbD Serotec may choose the method of delivery.

Time is not of the essence in the contract between AbD Serotec and the Customer. Products are normally available from stock and AbD Serotec will use its reasonable endeavours to deliver the Product(s) within seven (7) days after the date on which the order was received by AbD Serotec; but AbD Serotec will not be liable to compensate the Customer for late delivery.

6. Title and Risk

AbD Serotec retains ownership of any and all Products delivered to the Customer, which must be held by the Customer to AbD Serotec’s order until AbD Serotec has received unconditional payment in full for such Products and for any other goods or services supplied by AbD Serotec to the Customer. AbD Serotec shall have full right of unimpeded access to any premises where the Products are stored for the purposes of recovering possession of Products under this clause.

Risk of damage to or loss of the Products shall pass to the Customer upon delivery to the Customer.

7. Payment

AbD Serotec will deliver an invoice for the Product(s) supplied to the Customer to the delivery address unless the Customer notifies AbD Serotec of a different billing address.

The Customer will pay the invoice without deduction or set-off within thirty (30) days after the date shown on the invoice.

If any part of an invoice remains outstanding after the due date for payment, AbD Serotec will be entitled to charge interest from the invoice date until full payment at the rate of 4% per year above the base rate from time to time of HSBC plc, calculated on a daily basis and compounded annually at 31 December.

8. Liability

The Notice appearing above forms part of these terms and conditions.

By placing an order, the customer acknowledges:

• that it has read and accepts the Notice appearing above,
• that it accepts that it relies on its own knowledge and judgment in the selection and use of the Products,
• that is aware of the guidance and warnings in the IFU,
• if the Customer is a AbD Serotec distributor and is to resell the Products, that the Customer will ensure that the end-user is aware of the guidance and warnings in the IFU.

AbD Serotec will not be liable for any representation or advice concerning selection or use of the Products given by or on behalf of AbD Serotec - the IFU is intended to assist Customers to identify relevant scientific literature on the subject of the Products and their use.

If the Products do not meet the standard of satisfactory quality under the Sale of Goods Act 1979 on delivery, AbD Serotec will, at its option, replace the Products or refund the purchase price to the Customer, provided that the Customer:

• 8.1 provides AbD Serotec with the purchase order number, invoice number, and Product’s catalogue number;
• 8.2 stores and uses the Products in accordance with any instructions given by AbD Serotec to the Customer;
• 8.3 notifies AbD Serotec of the defect within seven (7) days after delivery; and
• 8.4 retains the defective Product and returns it to AbD Serotec on request.

The remedy stated as above is the sole remedy of the Customer if any Product is defective. Except where the Customer deals as a consumer (within the meaning of the Unfair Contract Terms Act 1977), no other warranty or condition is to be implied between the Customer and AbD Serotec as to the quality or fitness for a particular purpose of the Products.

AbD Serotec believes that the Instructions for Use and any other information given to the Customer about the Products is accurate, but accepts no liability for any inaccuracies or omissions in that information.

No warranty or condition is to be implied into the contract between the Customer and AbD Serotec that the Products or the information supplied to the Customer does not infringe any patents or other intellectual property rights of any third party.

In any event, AbD Serotec will not be liable to the Customer for any indirect or consequential losses sustained by the Customer as a result of any defects in the Products or as a result of any breach by AbD Serotec of these Terms & Conditions or of any terms and conditions implied by law.

Nothing in these Terms & Conditions excludes or limits the liability of AbD Serotec for death or personal injury caused by AbD Serotec’s negligence, for fraud or fraudulent misrepresentation or for any other matter for which it would be illegal for AbD Serotec to exclude or attempt to exclude its liability.

Subject to these Terms & Conditions, AbD Serotec’s liability to the Customer arising out of the sale of Product governed by these Terms & Conditions or otherwise will not exceed the aggregate of all sums paid by the Customer to AbD Serotec in respect of a particular order.

9. Force Majeure

AbD Serotec will not be liable to the Customer or be deemed to be in contractual breach by reason of any delay in performing, or any failure to perform, any of AbD Serotec’s obligations in relation to the Product(s), if the delay or failure was due to any cause beyond AbD Serotec’s reasonable control and in particular AbD Serotec reserves the right to defer the date of delivery or to cancel any order or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in carrying out its business due to circumstances beyond the reasonable control of AbD Serotec including without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, epidemic or other inability or delay in obtaining supplies.

10. General

• 10.1 If any provision of these Terms & Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms & Conditions and the remainder of the provision in question shall not be affected thereby.
• 10.2 A person who is not party to the sale contract shall have no right under the sale contract (Rights of Third Parties) Act 1999 to enforce any term of the sale contract.
• 10.3 The sale contract between the Customer and AbD Serotec is governed by English law, and these Terms & Conditions will be interpreted in accordance with English law. The Customer, by ordering AbD Serotec Products, is deemed to submit to the exclusive jurisdiction of the English courts in connection with any dispute which may arise from the use of the Products or the sale contract between the Customer and AbD Serotec.