These Terms and Conditions of Sale (hereafter "Terms") govern the purchase and use of ProteoShell Kits and associated materials (hereafter "Products") provided by Lock and Key Biosciences GmbH (hereafter "LKB"). "Customer" refers to any company or institution acquiring Products from LKB. Products are sold only to organisations acting in a professional or commercial capacity, and not to consumers.

1. Acceptance of terms

By submitting a purchase order to LKB and/or by making payment for Products, the Customer accepts and agrees to be bound by these Terms. These Terms, together with LKB’s written order acceptance, constitute the entire agreement between LKB and the Customer with respect to the Products and supersede any prior understandings or communications. These Terms prevail over any conflicting or additional terms proposed by the Customer, including any terms set out in the Customer’s purchase order or other documents, and LKB’s acceptance of any order is expressly made conditional on the Customer’s assent to these Terms. Any variation of these Terms is valid only if agreed in writing and signed by an authorised representative of LKB.

2. Intellectual Property

Customer acknowledges that all intellectual property rights related to the ProteoShell Kit and other Products are the exclusive property of LKB, including but not limited to patents, trademarks, copyrights, and trade secrets. The purchase of LKB’s Products grants the Customer a limited, non-transferable right to use the quantity of purchased Product in accordance with these Terms and to utilise the Product documentation and content. Except for the limited use right expressly granted in these Terms, the purchase of Products does not confer any licence or rights, whether by implication, estoppel, or otherwise, to LKB’s intellectual property.

3. Limited Use

Research and evaluation use only. Products are supplied for internal research and technology-evaluation purposes only, and are not intended, and may not be used, for any diagnostic, therapeutic, clinical, or other application in or on humans or animals, or in food, cosmetics, or any other commercial product.

By acquiring a ProteoShell Kit, the Customer gains a non-transferable right to use it exclusively for in-house technology evaluation at the Customer’s own professional premises (the Customer’s "Venue"). Where LKB has supplied more than one Product to enable testing at several of the Customer’s locations in accordance with Section 5, each such location constitutes a permitted Venue. The Customer is responsible for adhering to the corresponding instructions and safety precautions, as well as all applicable laws and regulations. Components of the Products may not be used separately or outside the scope of use and the instructions provided with the respective Product.

The Customer may not share or sell any Product components or derivatives. Using Products to create a commercial product requires LKB’s approval and is subject to a separate royalty-bearing licence agreement. Using Products to produce data or information that is sold, publicly disclosed, or submitted to authorities requires LKB’s prior approval, which LKB shall not unreasonably withhold and to which it shall respond within thirty (30) days, and may be subject to a separate licence agreement. Any disclosure required by law or regulation is exempt from this approval requirement, in which case the Customer shall, to the extent legally permitted, notify LKB in advance and limit the disclosure to that which is legally required. The Customer is prohibited from analysing the Products in order to determine, and from reverse-engineering, disclosing, or sharing, the composition or sequence of any Product components. Additionally, the Customer may not copy or share any information contained in the manuals and other materials obtained with the Products.

LKB disclaims responsibility or liability for any injury or damage resulting from the Customer’s failure to use Products in accordance with these Terms. Non-compliance with this Section will result in the termination of the Customer’s right to use the Products. The Customer is liable for any losses incurred by LKB due to non-compliance with this Section.

One year after the purchase of a Product, the Customer shall destroy the Product, any materials created using the Product, and all documentation, manuals, and other materials provided by LKB with the Product, and shall cease all use of any data derived from the Product, save for records the Customer is required to retain by law or regulation. In order to extend the use of the Product and derived materials or data, the Customer shall license the Product’s technology from LKB.

4. Ordering and Payment

Orders are submitted by email or through LKB’s website at www.lockandkeybiosciences.com. Pre-payment is required unless LKB agrees alternative payment terms with the Customer in writing. An order becomes binding only upon LKB’s acceptance, communicated by email. Orders may be cancelled before shipment, subject to agreement with LKB. Unless otherwise specified, prices are those indicated on LKB’s website at the time of order placement, and are exclusive of VAT, duties, and shipping, which are charged in addition. Prices may change based on factors including material costs, regulations, and transportation.

5. Product Purchase Limitations

The Products provided by LKB for commercial purposes are primarily intended for technology testing and evaluation, and they are subject to specific supply limitations. LKB’s supply to each Customer is restricted to a maximum of three Products, whether they are of identical or different types. LKB will only supply more than one Kit to a given Customer to facilitate testing in several locations, or to enable the evaluation of different technologies. The continued use of LKB technologies beyond this limit requires the execution of a licensing agreement. In extraordinary circumstances, deviations from this limitation may be considered by LKB following the submission of a formal request. LKB reserves the right to refuse the sale of ProteoShell Kits to prospective customers who are currently participating, or have participated, in a technology testing agreement for the ProteoShell System.

6. Delivery, Title and Risk

LKB will dispatch Products within five business days from order placement unless otherwise announced. LKB is not responsible for delivery delays resulting from the shipping company or other external factors. Unless otherwise agreed in writing, Products are delivered DAP (Delivered at Place) to the Customer’s delivery address under Incoterms® 2020, and risk of loss or damage passes to the Customer upon delivery of the Products to that address. Title to the physical Product passes to the Customer upon full payment; no intellectual property rights pass with title, as set out in Section 2.

7. Product Acceptance and Return

Upon delivery, the Customer must inspect the integrity of the Products and may request a free replacement for any Product damaged during shipping within forty-eight (48) hours of delivery. Product components displaying signs of decay before their expiration date will be replaced at no cost, except where mishandling by the Customer is the cause, as proper handling procedures are indicated in the Product labels and/or instruction manual.

8. Warranties

LKB warrants that, at the time of delivery, the Products will conform in all material respects to the specifications set out in the applicable Product documentation. This warranty does not apply to Products that have been mishandled, stored, or used other than in accordance with the instructions and safety precautions provided. The Customer’s sole and exclusive remedy for breach of this warranty is replacement of the non-conforming Product in accordance with Section 7. Except as expressly stated in these Terms, the Products are supplied "as is" for research and evaluation use, and LKB disclaims all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by applicable law.

9. Limitation of Liability

To the fullest extent permitted by applicable law, LKB shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, or business, arising out of or in connection with the purchase or use of the Products, even if advised of the possibility of such damages. LKB’s total aggregate liability arising out of or in connection with these Terms and the Products shall not exceed the total amount paid by the Customer for the Product giving rise to the claim. Nothing in these Terms excludes or limits LKB’s liability where such exclusion or limitation is not permitted by applicable law, including liability for death or personal injury caused by negligence, or for fraud.

10. Confidentiality

The Products, their composition and sequence, and all manuals, documentation, and other technical information supplied with the Products constitute the confidential information and trade secrets of LKB. The Customer shall keep such information confidential, shall not disclose it to any third party, and shall use it only for the permitted purpose set out in these Terms. This obligation survives the expiry or termination of the Customer’s right to use the Products.

11. Export Control and Regulatory Compliance

The Customer is responsible for complying with all applicable export control, import, biosafety, and other laws and regulations relating to the receipt, handling, use, and any onward transfer of the Products. The Customer shall not export, re-export, or transfer the Products in violation of any such laws or regulations.

12. Data Protection

LKB processes the personal data of the Customer’s representatives (such as name, contact details, and order information) as necessary to process orders, fulfil these Terms, and comply with legal obligations, in accordance with applicable data protection law, including the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR). Further information is available in LKB’s privacy notice at www.lockandkeybiosciences.com/privacynote.

13. Force Majeure

LKB shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, civil unrest, labour disputes, failures of suppliers or carriers, and interruptions of transport, utilities, or supply chains.

14. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts of Zürich, Switzerland shall have exclusive jurisdiction to settle any such dispute or claim.

15. General Provisions

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the original intent. LKB’s failure to enforce any provision shall not constitute a waiver of that or any other provision. The Customer may not assign or transfer any of its rights or obligations under these Terms without LKB’s prior written consent; LKB may assign these Terms in connection with a merger, acquisition, or transfer of the relevant business or assets. The provisions of these Terms that by their nature are intended to survive — including Sections 2, 3, 8, 9, 10, and 11 — shall survive the expiry or termination of the Customer’s right to use the Products.