METHYS Dx – 2026

Unless a separate agreement has been executed between the parties for the goods or services, METHYS Dx standard Terms and Conditions of Sale will govern the transactions contemplated herein.

Basis of Sale

1 – METHYS Dx will sell and the person, firm, company or institution (“Buyer”) will purchase the goods (“Products”) subject to these terms and conditions.

2 – No quotation given by METHYS Dx shall constitute an offer to supply the Products. An order placed by Buyer, whether or not in response to a quotation, shall constitute an offer made to METHYS Dx subject to these terms and conditions. No terms or conditions put forward or implied by Buyer, in the order, correspondence or elsewhere, shall be binding on METHYS Dx and such conditions or stipulations are hereby excluded and extinguished.

3 – All contracts for Products are subject to availability.

4 – Any error or omission in any quotation, catalog, sales literature, invoice or other document issued by METHYS Dx shall be subject to correction by METHYS Dx without liability to METHYS Dx.

Orders

1 – Buyer shall be responsible to METHYS Dx for the accuracy of all orders. In the event of a discrepancy between a catalog number and its product description, the catalog number will be used to satisfy the order.

2 – Buyer shall be responsible to METHYS Dx for all confirmation orders to be clearly marked “CONFIRMATION” to avoid duplication of an order.

3 – All Buyer’s orders are subject to METHYS Dx’s acceptance.

4 – METHYS Dx reserves the right to make changes in the specification of Products ordered which do not materially affect quality or performance of the Products.

Price

1 – Unless specifically agreed otherwise, the price for the Products will be that as shown on the quotation provided by METHYS Dx.

2 – The price is exclusive of Value Added Tax (VAT) and all other similar sales taxes, fees or charges, as applicable. If METHYS Dx is required to pay any such tax, fee or charge, Buyer shall reimburse METHYS Dx or, at the time of order, Buyer shall provide METHYS Dx with an exemption certificate acceptable to the relevant taxing authorities.

3 – METHYS Dx reserves the right to charge a fuel surcharge, delivery, packaging and/or handling charge on all orders.

4 – If Buyer is tax exempt, Buyer shall provide to METHYS Dx a tax exemption certificate from time to time upon request by METHYS Dx.

Payment

1 -Payment terms are net 30 days from date of invoice. No offsets, settlement discounts or other deductions of any kind may be made against amounts due.

2 -In the event of default in payment by a due date, METHYS Dx reserves the right, without prejudice to other rights :

• • (a) to charge interest at three times the annual legal interest rate (BCE) in effect calculated from the due date until full payment and a lump sum compensation for recovery costs of 40 euros, and/or

  • (b) suspend further deliveries.

3 – METHYS Dx reserves the right to withhold delivery of all Products until payment of all amounts owed in respect thereof is confirmed.

4 – All amounts due are payable in invoiced currency unless otherwise agreed in writing.

5 – All costs, including, without limitation, legal expenses incurred by METHYS Dx in recovering overdue debts will be payable by Buyer.

Delivery and Return

1 -Unless agreed to otherwise by METHYS Dx in writing, all sales are EXW (origination point) Incoterms 2020. METHYS Dx reserves the right to make delivery in installments. Customer acknowledges that the Products are subject to French export control laws and regulations.

2 – Products supplied will not be accepted for return unless returned in accordance with an authorization issued by METHYS Dx.

Warranties and Liabilities

1 – Each Product is warranted to meet or exceed the specifications stated in either the materials sent with the Product, or by METHYS Dx through other means, given that instructions for use provided by METHYS Dx are adequately carried out.

2 – THE WARRANTIES IN THESE TERMS AND CONDITIONS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES BEING SAID EXPRESSLY DISCLAIMED.

3 – Buyer agrees that its sole and exclusive remedy against METHYS Dx shall be limited to the repair and replacement of Products or parts of Products, provided METHYS Dx is promptly notified in writing, prior to the expiration of the applicable warranty period, of any defect. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as METHYS Dx is willing and able to replace the Products or parts of Products. THIS PARAGRAPH STATES BUYER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.

4 – The statute of limitations applicable to all claims arising under these Terms and Conditions shall be one (1) year from the date the claim accrues. THE MAXIMUM LIABILITY, IF ANY, OF METHYS Dx FOR ALL DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM METHYS Dx’S BREACH OF THESE TERMS AND CONDITIONS, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR TORT WITH RESPECT TO THE GOODS, OR ANY SERVICES IN CONNECTION WITH THE GOODS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE OF THE GOODS. IN NO EVENT SHALL METHYS Dx BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL OR DAMAGES, INCLUDING, SPECIAL WITHOUT LIMITATION, LOST REVENUES AND PROFITS, EVEN IF METHYS Dx HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS BUYER’S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Hazards and Toxicity

1 – All Products offered by METHYS Dx are intended for use by qualified professionals who are trained in good laboratory procedures and are familiar with their potential hazards.

2 – The Products may contain chemicals that may be harmful if misused. Due care should be exercised with all Products to prevent direct human contact.