Lote 370 Item# 1099580 Analisador de Células Sanguíneas Nova Biomedical BioProfile Flex 2

1. DEFINITIONS: As used herein, (a) ?SELLER? shall mean Eli Lilly and Company; (b) ?BUYER? shall mean the or that is purchasing the Articles from the Seller; (c) ?ARTICLES? shall mean , the items of property declared as surplus by the Seller; and (d) ?Agreement? means these Terms and Conditions together with any invoice, bill of sale, quotation, auction listing, or other document issued by Seller that references these Terms and Conditions.

2. DESCRIPTIONS: Any description that may have been published for Articles offered for sale is provided solely for convenience and is not warranted by the Seller to be accurate or complete. The Seller shall not be responsible for any insufficiencies, inaccuracies or omissions. BUYER acknowledges that it has had the opportunity to inspect the Articles (or has waived inspection) and is not relying on any description, photograph, listing, statement, or representation not expressly set forth in this Agreement.

3. DISCLAIMER OF WARRANTY: SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER, EXCEPT THAT SELLER OWNS THE ARTICLES. NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT SHALL BE IMPLIED. The Articles are offered and accepted ?AS IS, WHERE IS? and ?WITH ALL FAULTS?. The Seller shall not be responsible for damages of any kind (including but not limited to, direct, incidental or consequential damages) to anyone for any deficiencies or failure of any Articles for any reason. BUYER acknowledges that it is purchasing the Articles based on its own inspection and judgment. BUYER assumes all risks of loss and damage, upon the earlier of (a) Seller making the Articles available for pickup/removal, (b) BUYER (or its contractors) taking possession or control of the Articles, or (c) commencement by BUYER (or its contractors) of dismantling, rigging, loading, or other work relating to the Articles.

4. WARNING OF HAZARDS: BUYER acknowledges that SELLER warns that the Articles may bear or contain hazardous chemicals or other hazardous materials which may be, or may become by chemical reaction or otherwise, directly or indirectly, hazardous to life, to health, or to property by reason of toxicity, flammability, explosiveness or for other similar or diƯerent reasons, during use, handling, cleaning, reconditioning, disposal, etc. The BUYER has had the opportunity to inquire[d] and receive[d] or obtain satisfactory information from the Seller regarding such latent and patent hazards associated with the Articles. BUYER EXPRESSLY ASSUMES ALL RISK OF AND RESPONSIBILITY FOR INJURY OR DAMAGE TO THE BUYER OR OTHERS BASED ON OR ARISING OUT OF POSSESSION, HANDLING, DISMANTLING, REMOVAL, TRANSPORT, STORAGE, RESALE, OR USE BY BUYER OR BY OTHERS OF ANY SUCH GOODS FOR ANY PURPOSE WHATSOEVER. BUYER agrees to warn of all possible hazards to any persons to whom BUYER resells, contributes, or delivers the Articles, or to any person who may be exposed to their hazards. BUYER understands and agrees that no change in this broad warning shall bind Seller. No additional specific warning shall be deemed to limit this broad warning, and if the additional specific warning is inadequate, all of the Terms and Conditions herein below set forth shall still apply, even if the inadequacy of the specific warning was due to negligence on Seller's part; and no course of action on Seller's part shall be deemed to limit this broad warning.

5. INDEMNIFICATION: BUYER indemnifies, defends and holds Seller harmless from and against any and all claims, demands, causes of action, losses, liabilities, damages, penalties, fines, costs, and expenses (including, but not limited to, reasonable attorneys? fees) arising out of or relating to any claim for personal injury, sickness, and death to any persons and for any property damage caused by the Articles or by hazardous chemicals or other hazardous material on or in the Articles, to the extent arising out of or resulting from BUYER?s (or its contractors?, agents?, or invitees?) possession, handling, dismantling, removal, transport, storage, resale, or use of the Articles, during the commencement of the dismantling or other work by BUYER and thereafter following delivery by Seller. Notwithstanding the foregoing, BUYER shall not be obligated to indemnify Seller to the extent a claim is finally determined to have been caused by Seller?s gross negligence or willful misconduct. The word ?persons? as used herein, shall be construed to imply both the plural and the singular, as the case may demand, and shall include corporations, companies, associations, societies and municipal corporations as well as individuals. 6. REPRESENTATION: The employees or representatives of the Seller are not authorized to make any statements as to the quality and condition of the Articles being offered for sale, other than the written statements made herein. BUYER acknowledges that any such statement made will not be binding on the Seller. BUYER further acknowledges that it is not relying on any oral statements, site walkthrough comments, or informal communications in connection with the purchase of the Articles.

7. DAMAGES: Any damage done to the Seller?s property during the removal of Articles sold, including environmental damage, will be the responsibility of the BUYER to promptly repair and remediate. BUYER shall immediately notify Seller of any spill, release, or condition that may require environmental response and shall cooperate with Seller?s site requirements.

8. LABELS: BUYER shall remove and refrain from making use of any and all of the Seller?s trademarks, service marks, labels, logos, distinctive markings, and designs that may appear on the Articles or on any packaging materials. Nothing contained herein shall be construed to grant or imply a license to BUYER of any such marks, labels, logos, markings and designs. BUYER must also refrain from naming Lilly as the source of the equipment, particularly in the advertisement of Articles for sale. BUYER shall not state or imply that Seller endorses, certifies, or is affiliated with BUYER or any resale of the Articles.

9. SOFTWARE AND LICENSING: SELLER makes no representation or warranty regarding the transferability of any software, firmware, or digital systems associated with the ARTICLES. Unless expressly stated otherwise in this Agreement, no software licenses, subscriptions, or usage rights are included in the sale. BUYER acknowledges and agrees that: (a) any software associated with the ARTICLES may be subject to separate license agreements with the original manufacturer or third-party licensors; (b) such licenses may be non-transferable, site-specific, user-specific, or otherwise restricted; (c) BUYER is solely responsible for obtaining, validating, transferring, re-licensing, or reinstalling any required software licenses necessary for operation of the ARTICLES; (d) SELLER shall have no obligation to provide software media, license keys, activation codes, updates, support, or documentation, unless explicitly listed in this Agreement; and (e) BUYER further agrees to comply with all applicable software licensing terms and shall indemnify and hold SELLER harmless from any claims arising from unauthorized use or transfer of software.

10.DATA; MEDIA SANITIZATION: The Articles may contain data storage devices (including, without limitation, hard drives, solid-state drives, removable media, controllers, PLCs, HMI panels, or other components capable of storing data). Unless expressly agreed in writing by Seller,
(a) Seller may remove and retain any data storage devices prior to delivery;
(b) Seller makes no representation that any data has been removed from the Articles; and
(c) BUYER is solely responsible for confirming and performing any required data deletion, sanitization, or destruction prior to use, resale, or disposal. BUYER shall not attempt to access any data that may remain on the Articles and shall indemnify and hold Seller harmless from any claims arising from BUYER?s access to or use of such data.

11. TITLES: Title to Articles shall transfer from the Seller to the BUYER upon proper payment. Payment shall be made and title passed to the BUYER prior to BUYER?S commencement of removal activities from Seller?s premises. Except as expressly stated in Section 3 (Risk of Loss), transfer of title does not alter the allocation of risk of loss. Thereafter, BUYER shall be responsible for the maintenance, operation, transport, and disposal of the Articles in accordance with applicable law.

12. FORCE MAJEURE: The Seller shall not be liable for its failure or delay to perform hereunder due to circumstances beyond its reasonable control, including acts of God, fire, flood, epidemic or pandemic, public health emergency, riot, war, sabotage, accident, explosion, strike, lockout, injunction, labor dispute, shortage, governmental action, law, ordinance, rule, regulation, or order, facility shutdowns, breakage of machinery or apparatus, national defense requirements (whether valid or invalid), inability to obtain material, equipment, labor, utilities, or transportation, or any other circumstances beyond the control of the Seller preventing the sale, pickup or dismantling of the Articles. In such event, Seller may suspend performance without liability for the duration of the event.

13. PAYMENT: Prior to dismantling or removal of Articles, BUYER shall make payment by bank wire transfer or cashier?s check, or other certified funds acceptable to Seller, unless alternate terms are mutually agreed upon in writing. Should the BUYER fail to comply with the payment terms, the Seller may terminate the sale and retain any deposits to the extent permitted by applicable law.

14. SALES TAXES: BUYER agrees to pay, at the time of sale, all applicable sales or use taxes or other taxes, charges, or fees required to be paid or collected by Seller by reason of this sale, or to provide Seller with a valid exemption certificate. In the event that BUYER either fails to pay the tax or other charges as agreed herein or fails to provide a valid exemption certificate, BUYER agrees to indemnify, defend and hold Seller harmless from any liability and expense by reason of BUYER'S failure.

15. SHIPMENT; REMOVAL; SITE RULES: It shall be the responsibility of the BUYER to arrange the shipment and to perform any preparation for shipment (dismantling, boxing, packaging, and skidding) through Seller-approved contractors. Seller shall not be held responsible for damage during shipping. Additionally, the BUYER agrees to exercise all necessary and prudent precautions to ensure all loading and transportation will be performed in a manner that does not interfere with or jeopardize the facilities in or adjacent to the Articles being removed. BUYER shall comply with all applicable State and Federal Laws and Regulations, including OSHA requirements, oversize permits, and all safety rules set forth by the Seller while on the Seller?s property. BUYER is solely responsible for the acts and omissions of its contractors, agents, and invitees.

16. FAILURE TO PERFORM: If Articles are not removed by the BUYER within 30 days of purchase, or such other period expressly approved in writing by Seller,
(i) such Articles shall be deemed abandoned by the BUYER,
(ii) BUYER shall forfeit all monies paid to Seller for the purchase of such Articles, including any rigging costs, and
(iii) BUYER shall forfeit the right to purchase such Articles. In addition, BUYER shall be responsible for all damages suffered by Seller, including, but not limited to, any dismantling, transportation, storage or other costs, including attorneys? fees, incurred by Seller as a consequence of BUYER?S failure to remove such Articles. Seller reserves the right to offer the Articles for sale and to recover the difference, if any, in the bid price and the price paid by the new purchaser.

17.GOVERNING LAW; VENUE: This Agreement shall be governed by and shall be construed according to the laws of the State of Indiana as if executed and to be performed wholly within the State of Indiana, without regard to its conflicts-of-law rules. All actions, legal or other, instituted by BUYER under this Agreement must be filed in a federal or state court located in Indiana. BUYER hereby consents to the exclusive jurisdiction and venue of such courts for any dispute arising out of or relating to this Agreement or the Articles.

18. RIGHT OF ACCESS: Seller may, at its own sole discretion, restrict, suspend, or condition any or all access to Seller?s facilities by the BUYER (including BUYER?s contractors, agents, and carriers) without prior notice for safety, security, operational, or regulatory reasons. Seller shall not be liable for any loss the BUYER may experience as a result of restricted access. BUYER remains responsible for timely removal notwithstanding access restrictions, unless Seller agrees otherwise in writing.

19. ENTIRE AGREEMENT; ORDER OF PRECEDENCE; SEVERABILITY: These Terms and Conditions contain the entire agreement and understanding between the Seller and the BUYER as to the Articles and supersede all prior agreements, commitments, representations, and discussions between the Seller and the BUYER pertaining to the sale of the Articles. To the extent of any conflict between these Terms and Conditions and any other document forming part of the Agreement, these Terms and Conditions shall control unless Seller expressly states otherwise in writing. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20. MODIFICATION; NO WAIVER; BUYER TERMS: BUYER understands and agrees that
(a) no modification or waiver of these ?TERMS AND CONDITIONS? shall be effective unless made by an authorized representative of Seller in writing addressed to BUYER and specifically referring to this document;
(b) no course of action on the part of Seller shall be deemed to modify these ?TERMS AND CONDITIONS?; and
(c) Seller's acknowledgment of acceptance of anything in writing from BUYER which is in conflict with these ?TERMS AND CONDITIONS? and any subsequent delivery of Articles shall not constitute a modification or waiver of these ?TERMS AND CONDITIONS?. Any terms or conditions in a purchase order, shipping instruction, email footer, or other document issued by BUYER that are additional to or different from this Agreement are hereby rejected and shall have no force or effect unless expressly accepted in writing by Seller.

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