Addimus Bio GmbH – General Terms and Conditions of Sale – B2B
Version: 1.1
Effective date: 2026-05-06
Company details:
- Legal entity: Addimus Bio GmbH
- Registered office: Berlin, Germany
- Business address: Kolonnenstr. 8, 10827 Berlin, Germany
- Commercial register: Amtsgericht Charlottenburg, HRB 279865 B
- Contract contact: info@addimus.bio
- Legal notice / imprint: https://addimus.bio/impressum/
These Terms apply only to business customers. They are intended for professional research-use-only sales of ADDIMUS lab automation hardware, accessories, consumables, wear parts, software, firmware and related services. They are not intended for consumer sales.
1. Scope, B2B Status and Customer Terms
1.1 These General Terms and Conditions of Sale ("Terms") apply to all offers, sales, deliveries and services by Addimus Bio GmbH ("ADDIMUS") to the customer ("Customer"), unless ADDIMUS and Customer expressly agree otherwise in text form.
1.2 These Terms apply only to entrepreneurs, merchants, legal persons under public law and special funds under public law. ADDIMUS does not sell Products or Services under these Terms to consumers.
1.3 Customer confirms that it enters into the relevant contract for purposes of its trade, business, profession, public-law activity, research institution or academic institution, and not as a consumer.
1.4 Individually negotiated agreements between ADDIMUS and Customer take precedence over these Terms to the extent of the specific conflict. An Order Confirmation takes precedence over these Terms only for the specific commercial or technical points expressly stated by ADDIMUS in that Order Confirmation, such as Products, quantities, prices, delivery terms, payment terms, Specifications, project documents, service descriptions or acceptance criteria. A reference to Customer's purchase order, order number, portal entry, delivery instruction or other customer document is administrative only and does not incorporate or accept Customer standard terms. Mandatory statutory rights and liabilities remain unaffected.
1.5 Customer's purchasing terms, procurement terms, purchase order terms, portal terms, supplier codes, audit terms, cybersecurity terms, data terms or other customer standard terms do not apply, even if ADDIMUS accepts or references a purchase order, issues an Order Confirmation, delivers Products, performs Services, accesses a customer portal, issues an invoice or accepts payment with knowledge of such terms. Customer terms apply only if ADDIMUS expressly accepts the specific terms in text form.
1.6 Registration for, access to or use of a customer procurement portal, supplier portal, electronic ordering system or electronic invoicing system is solely for administrative processing and does not bind ADDIMUS to portal terms, click-through terms, supplier codes, audit terms, data terms, cybersecurity terms or other customer terms unless ADDIMUS expressly accepts the specific terms in text form.
1.7 ADDIMUS incorporates these Terms by providing them, linking them or otherwise making them available before or at contract conclusion, including through a quotation, Order Confirmation, email, website link or procurement communication. If Customer places an order after receiving or being given access to these Terms, or accepts delivery or performance after ADDIMUS has referred to these Terms, Customer accepts their application to the relevant Agreement, subject to mandatory law.
1.8 Text form includes email, unless mandatory law or an individual agreement requires stricter form.
2. Definitions
2.1 "Agreement" means the contract between ADDIMUS and Customer for Products and/or Services, consisting of the applicable Order Confirmation, any individually agreed terms, these Terms and any incorporated Product Documentation or project document.
2.2 "Accessories" means adapters, fixtures, holders, cables, connectors, modules, passive cooling parts, tools and other accessories supplied by ADDIMUS.
2.3 "Business Day" means any day other than a Saturday, Sunday or public holiday in Berlin, Germany.
2.4 "Consumables" means single-use or limited-use products and parts, including cassettes, tubing, needles, seals, valves, reservoirs, tips, cartridges, filters, fluid-contact parts and other consumable items supplied by ADDIMUS.
2.5 "Customer Materials" means any materials, samples, liquids, reagents, cells, tissues, organoids, spheroids, extracellular matrices, Matrigel-type materials, hydrogels, viscous liquids, biologics, chemicals, protocols, data, labware, instruments, software, files or other items provided, selected or specified by Customer.
2.6 "Custom Deliverables" means Products, Accessories, Consumables, prototypes, drawings, CAD files, fixtures, protocols, software configurations, scripts, design files, integrations or other deliverables developed, adapted or configured specifically for Customer.
2.7 "Documentation" or "Product Documentation" means applicable manuals, instructions, technical specifications, safety instructions, maintenance instructions, cleaning instructions, software documentation, API documentation, release notes, labels and other written information supplied or made available by ADDIMUS for Products or Services.
2.8 "Hardware" means physical equipment supplied by ADDIMUS, including WASH+, REAGENT+, COLD+, SAMPLER+ and related modules. REAGENT+ is a product name for an ADDIMUS RUO lab automation accessory or cassette/workflow component. It does not mean that ADDIMUS supplies assay reagents, IVD reagents, clinical reagents, therapeutic materials, controls, calibrators, kits or regulated substances under these Terms. Any supply of chemicals, liquids, biological materials, assay reagents, IVD reagents or other regulated materials would require a separate express agreement identifying the item, intended use, regulatory status, labeling, documentation and responsibilities.
2.9 "Order Confirmation" means ADDIMUS's written or text-form confirmation accepting Customer's order, including confirmed Products, Services, prices, quantities, delivery terms, payment terms, Specifications or project documents.
2.10 "Product Software" means software, firmware, embedded code, protocol builder, API, SDK, drivers, sample scripts, update files, logs functionality, configuration files, diagnostic tools, user interface or other software component supplied by ADDIMUS, whether embedded in Hardware or provided separately.
2.11 "Products" means Hardware, Accessories, Consumables, Wear Parts, Product Software and Custom Deliverables supplied by ADDIMUS.
2.12 "Services" means installation, training, calibration, maintenance, repair, support, remote support, protocol setup, integration, consulting, custom development or other services supplied by ADDIMUS.
2.13 "Specifications" means the technical specifications expressly agreed in the Order Confirmation, Product Documentation or signed project document. Marketing statements, website text, sales presentations, product illustrations and general compatibility statements are not Specifications unless expressly incorporated into the Agreement.
2.14 "Third-Party Instruments" means instruments, systems, equipment, software, firmware, labware or components not supplied by ADDIMUS, including Thermo Multidrop Combi, INTEGRA WELLJET, Agilent MultiFlo and other third-party laboratory equipment.
2.15 "Wear Parts" means parts subject to wear, aging, fatigue, clogging, contamination, chemical exposure, friction, temperature stress or scheduled replacement, including tubing, needles, seals, valves, cassettes, filters, cooling components and fluid-contact parts.
3. Offers, Orders and Order Confirmations
3.1 ADDIMUS offers and quotations are non-binding unless expressly stated as binding. Quotations are valid only for the period stated in the quotation. If no validity period is stated, ADDIMUS may withdraw or update the quotation before issuing an Order Confirmation.
3.2 A purchase order or other order request by Customer is an offer to contract. ADDIMUS is not bound by an order until ADDIMUS issues an Order Confirmation or otherwise expressly accepts the order in text form.
3.3 If an Order Confirmation differs from Customer's order, ADDIMUS's Order Confirmation is a counter-offer unless ADDIMUS expressly states otherwise. Customer may accept the Order Confirmation in text form. Customer may also accept it by clear conduct after receiving the Order Confirmation and having a reasonable opportunity to review the differing terms, including by accepting delivery, allowing Services to start or making payment without raising an objection without undue delay. ADDIMUS's performance, delivery, invoicing or receipt of payment is made exclusively under the Order Confirmation and these Terms and does not constitute acceptance of Customer terms.
3.4 Customer must provide complete and accurate information needed for ADDIMUS to assess, confirm and perform the order, including relevant instrument models, firmware and software versions, labware, liquids, volume ranges, protocols, workflow conditions, site requirements, biosafety requirements, shipping information, billing information and export-control information.
3.5 Confirmed orders may be changed, postponed or cancelled only with ADDIMUS's prior consent in text form. ADDIMUS may make consent conditional on a change order covering additional costs, committed material costs, third-party supplier charges, engineering work, production work, testing work, schedule impact and risk allocation. Customer may prove that ADDIMUS incurred lower or no damage.
3.6 Custom Deliverables, made-to-order Products, configured systems, special Accessories, non-standard Consumables, prototypes, customer-specific integrations and Products ordered from third-party suppliers for Customer are non-cancellable once confirmed, except with ADDIMUS's consent.
3.7 Delivery and performance dates are estimates unless ADDIMUS expressly confirms a fixed date in text form. ADDIMUS may reasonably extend dates if Customer does not provide required information, approvals, materials, site access, payment, export-control information or other cooperation on time.
4. Products, Documentation, RUO Status and Restricted Uses
4.1 Products are supplied only with the features and Specifications expressly agreed in the Agreement. Product illustrations, drawings, dimensions, weights, performance examples, workflow examples, compatibility examples, sales discussions, demonstrations, marketing materials and website content are not warranties, guarantees or Specifications unless expressly incorporated into the Agreement.
4.2 ADDIMUS may supply Product Documentation electronically, by download link, by email or with the Product. Customer is responsible for ensuring that its personnel read and follow Product Documentation supplied or made available for the relevant Product version, as well as later safety notices, maintenance notices, update notices and mandatory instructions issued by ADDIMUS.
4.3 Products and Services are intended for professional research use only ("RUO"). Any non-RUO, medical-device, IVD, clinical, diagnostic, therapeutic or other regulated use requires a separate agreement signed by ADDIMUS that expressly identifies the regulated purpose, regulatory status, conformity route, applicable documentation and responsibilities.
4.4 Products are not medical devices, are not in vitro diagnostic medical devices and are not intended for diagnosis, treatment, clinical decision-making, patient selection, patient monitoring, patient-specific risk assessment, therapeutic decisions, IVD workflows or any other regulated medical purpose.
4.5 Customer must not represent, label, market, transfer, qualify or use Products as medical devices, IVD products or components of a medical device or IVD system unless ADDIMUS has expressly supplied the relevant Product under a separate written agreement for that regulated purpose.
4.6 Customer is solely responsible for determining whether its use of Products, Product Software, Product Documentation, Customer Materials, Third-Party Instruments, data, results or workflows is subject to regulatory, institutional, biosafety, ethical, quality-system, GLP, GMP, GCP, clinical, IVD, medical-device, data-protection, export-control or other legal requirements.
4.7 Unless expressly agreed in a separate signed agreement, Products, Product Software and Services are not supplied as validated or compliant for GxP, GMP, GLP, GCP, 21 CFR Part 11, EU GMP Annex 11, clinical-trial systems, regulated manufacturing, regulated quality-control release, electronic records compliance or regulated data-integrity use.
5. Customer Responsibilities, Validation and Compatibility
5.1 Customer is solely responsible for selecting Products and Services for Customer's intended research workflow and for verifying, validating, qualifying and documenting each workflow, protocol, assay, labware item, liquid, reagent, cell type, sample type, biological material, instrument combination, software version, firmware version, environmental condition, cleaning procedure, sterilization procedure and reuse procedure before relying on it.
5.2 ADDIMUS does not warrant or guarantee biological performance, cell viability, sterility of Customer Materials, spheroid formation, organoid formation, differentiation, cell-culture performance, assay reproducibility, imaging quality, screening performance, regulatory acceptance, publication results, grant results, commercial results, clinical relevance, data quality, scientific conclusions or suitability for Customer's particular research hypothesis, assay, regulatory submission, quality-system requirement or institutional requirement.
5.3 Customer must provide qualified personnel, appropriate laboratory conditions, validated SOPs, biosafety measures, chemical safety measures, waste-disposal processes, equipment maintenance, instrument calibration, cybersecurity measures, data backups and supervision appropriate for the Products and Customer Materials.
5.4 Customer is responsible for Customer Materials, including their identity, concentration, sterility, viscosity, temperature, stability, compatibility, safety, lawful sourcing, ethical approval, storage, handling and disposal.
5.5 Customer must not provide hazardous, infectious, toxic, radioactive, explosive, controlled, regulated or otherwise dangerous Customer Materials to ADDIMUS or expose ADDIMUS personnel or premises to such materials unless ADDIMUS has expressly agreed in advance and Customer has supplied all required safety information.
5.6 ADDIMUS warrants compatibility only to the extent compatibility is expressly stated in the Specifications for the relevant Product, instrument model, firmware version, software version, labware type, consumable type, liquid class, volume range, temperature range, protocol and workflow condition.
5.7 General statements such as "compatible with", "for use with", "designed for" or "integrates with" a Third-Party Instrument mean compatibility only under the conditions expressly stated by ADDIMUS.
5.8 ADDIMUS does not warrant and is not responsible for Third-Party Instruments, third-party software, third-party firmware, third-party labware, third-party consumables, third-party reagents, third-party manufacturer specifications, third-party maintenance, third-party calibration or third-party updates.
5.9 Customer is responsible for obtaining, maintaining, calibrating, validating and lawfully using all Third-Party Instruments and related licenses, documentation, maintenance plans, safety instructions and manufacturer approvals.
5.10 References to Thermo Multidrop Combi, INTEGRA WELLJET, Agilent MultiFlo or other third-party products do not imply endorsement, certification, authorization, sponsorship or warranty by the third-party manufacturer unless ADDIMUS expressly states otherwise in text form. Third-party product names, trademarks and brands are the property of their respective owners.
5.11 Customer owns its research data and research results generated by Customer using Products, subject to ADDIMUS's rights in Products, Product Software, Product Documentation and ADDIMUS Confidential Information. ADDIMUS may use anonymized or aggregated technical diagnostics, error patterns, performance information and support learnings to improve Products and Services, provided ADDIMUS does not disclose Customer Confidential Information or personal data in breach of the Agreement.
5.12 Customer must indemnify ADDIMUS against third-party claims, penalties, fines, losses and reasonable costs arising from Customer Materials, Customer specifications, Customer software, Customer protocols, Customer data, unsafe materials, unlawful samples, undisclosed hazards, third-party intellectual-property infringement caused by Customer input, or Customer's unlawful or restricted use of Products, in each case to the extent caused by Customer and to the extent legally permitted. This indemnity does not apply to the extent the claim is caused by ADDIMUS's own breach or fault.
6. Prices, Taxes and Payment
6.1 Prices are the prices stated in ADDIMUS's Order Confirmation. Unless expressly stated otherwise, prices are exclusive of VAT, withholding tax, customs duties, import duties, export charges, shipping, insurance, packaging, bank charges, travel expenses, accommodation expenses and other expenses.
6.2 ADDIMUS may update price lists and standard rates for future orders at any time. Price changes do not affect confirmed orders unless the Order Confirmation or an individual agreement expressly provides otherwise.
6.3 Invoices are payable within 30 calendar days from the invoice date without deduction, unless the Order Confirmation states different payment terms.
6.4 ADDIMUS may require advance payment, milestone payments, payment before dispatch, a bank guarantee, a letter of credit or other reasonable payment security, especially for new customers, custom work, high-value orders, third-party components, export orders or credit-risk situations.
6.5 If Customer is in default of payment, ADDIMUS may charge default interest at the statutory rate applicable to business transactions under German law and may claim the statutory default lump sum and any further recoverable default damage.
6.6 Customer may set off claims only if Customer's counterclaim is undisputed, finally adjudicated or ready for decision. Customer may exercise a right of retention only if the right arises from the same contractual relationship.
6.7 All payments must be made free and clear of deductions, bank charges and withholding, except to the extent withholding is required by mandatory law. If withholding is legally required, Customer must provide ADDIMUS with relevant certificates, treaty forms and supporting documents without undue delay and must cooperate reasonably to reduce or recover withholding. Unless mandatory law prevents it, Customer bears withholding taxes, local charges and bank charges imposed on Customer's payment.
6.8 If ADDIMUS reasonably considers Customer's financial condition or payment behavior insufficient to justify continued delivery or performance on agreed credit terms, ADDIMUS may suspend delivery or performance, require advance payment or require reasonable payment security.
7. Delivery, Risk Transfer, Returns and Retention of Title
7.1 Unless the Order Confirmation states another Incoterm, delivery is CPT named place of destination stated in the Order Confirmation, Incoterms 2020.
7.2 Risk transfers in accordance with the applicable Incoterm. Under CPT, risk transfers to Customer when ADDIMUS hands the Products to the first carrier, even if ADDIMUS pays carriage to the named destination.
7.3 Customer is responsible for import clearance, customs duties, import duties, taxes, permits, licenses, import restrictions, local registrations and destination-country requirements, unless the applicable Incoterm or Order Confirmation expressly states otherwise.
7.4 ADDIMUS may make partial deliveries and issue partial invoices if this is reasonable for Customer.
7.5 Special packaging, cold-chain packaging, dry shipment, temperature monitoring, sterile barrier protection or other special shipping requirements must be expressly agreed.
7.6 Passive cooling Products or components, including COLD+ components, perform only within the applicable Specifications and required preconditioning, load, ambient temperature, handling and time limits. Shipping temperature conditions are guaranteed only if expressly agreed in the Order Confirmation.
7.7 Customer must not return Products without ADDIMUS's prior return material authorization. Returns to ADDIMUS are at Customer's risk and expense unless ADDIMUS has expressly accepted responsibility. Returned Products must be clean, safe, decontaminated, lawfully shipped and accompanied by any decontamination confirmation, safety information and customs documents requested by ADDIMUS.
7.8 ADDIMUS retains title to delivered Products until Customer has paid in full all claims arising from the relevant Agreement. To the extent permitted under applicable law, ADDIMUS also retains title to delivered Products until Customer has paid all undisputed and due claims arising from the ongoing business relationship between ADDIMUS and Customer.
7.9 Customer must handle Products subject to retention of title with care, keep them identifiable as ADDIMUS property where commercially reasonable, insure them adequately where commercially reasonable, and inform ADDIMUS without undue delay of any seizure, attachment, insolvency filing or third-party claim affecting such Products.
7.10 If Products subject to retention of title are processed, combined or mixed with other items, ADDIMUS acquires co-ownership in the resulting item in proportion to the invoice value of the Products to the value of the resulting item, to the extent permitted by law. ADDIMUS will release security interests at Customer's request to the extent the realizable value of the security exceeds ADDIMUS's secured claims by more than 10 percent.
8. Inspection, Acceptance, Warranty and Remedies
8.1 Customer must inspect delivered Products promptly after delivery to the extent practicable in the ordinary course of business.
8.2 Customer must notify ADDIMUS in text form of obvious transport damage, wrong deliveries, quantity deviations and externally visible defects without undue delay, normally within five Business Days after delivery. Customer must notify ADDIMUS in text form of hidden defects without undue delay after discovery.
8.3 If the purchase is a commercial transaction for both parties, the statutory inspection and notification rules under the German Commercial Code remain applicable. Failure to inspect and notify defects in time has the statutory consequences under those rules.
8.4 Customer's defect notice must describe the alleged defect in reasonable detail and include, where available, order number, serial number, lot number, photographs, logs, protocol files, instrument model, software and firmware versions, labware, liquid, operating conditions and steps to reproduce the issue.
8.5 For Custom Deliverables, systems, installations or projects that include an agreed factory acceptance test ("FAT"), site acceptance test ("SAT") or other acceptance procedure, the acceptance criteria must be stated in the Order Confirmation, project document or acceptance protocol. Acceptance criteria measure technical conformity to the agreed Specifications and exclude biological, assay, regulatory, publication or Customer Materials outcomes unless expressly stated.
8.6 If Customer fails to participate in an agreed FAT or SAT after reasonable notice, or if FAT or SAT cannot be completed for reasons attributable to Customer, ADDIMUS may give a readiness notice stating the acceptance consequence and allowing at least 10 Business Days for Customer to participate, make the site ready or identify in text form a material non-conformity with the agreed acceptance criteria. If Customer does not do so within that period, the relevant FAT is deemed passed or the relevant deliverable is deemed accepted, as applicable.
8.7 If Customer uses a Custom Deliverable in productive operation, routine research operation or non-test workflows before formal SAT, the Custom Deliverable is deemed accepted unless Customer has expressly reserved identified material defects in text form before that use.
8.8 ADDIMUS warrants that Products materially conform to the agreed Specifications at the time risk transfers, provided that Products are used, stored, maintained, cleaned and operated in accordance with the Agreement and Product Documentation. ADDIMUS warrants that Services will be performed with reasonable professional care.
8.9 Unless expressly agreed otherwise, the limitation period for defect claims for new Hardware and Accessories is 12 months from delivery or, if SAT is agreed, from acceptance or deemed acceptance. For Consumables, sterile Products, non-sterile Consumables and other limited-life Products, the limitation period for defect claims is 12 months from delivery unless mandatory law requires otherwise; shelf life, use-by dates, expiry dates, storage conditions, sterile-barrier limits, single-use limits and reuse limits remain separate agreed quality and use conditions.
8.10 Wear Parts are warranted only against material non-conformity existing at risk transfer. Normal wear, expected replacement, aging, clogging, contamination, chemical attack and deterioration through use are not defects.
8.11 The limitation periods in this Section do not apply to claims based on intent, gross negligence, injury to life, body or health, fraudulent concealment of a defect, an expressly assumed guarantee, mandatory product liability or other liability that cannot be limited by law.
8.12 If a Product or Service is defective and Customer has complied with its inspection and notification obligations, ADDIMUS may, at its option and within a reasonable period, provide supplementary performance by repair, replacement, delivery of missing parts, software update, workaround, re-performance of defective Services or other reasonable remedy.
8.13 If supplementary performance fails, is refused, is unreasonable or does not occur within a reasonable period set by Customer where such period is legally required, Customer may exercise statutory rights to reduce the price or withdraw from the affected Agreement. Damage claims are governed exclusively by Section 19.
8.14 ADDIMUS's warranty does not cover defects, damage, performance issues or compatibility issues caused by or attributable to use outside Specifications, Product Documentation or RUO purpose; improper transport after risk transfer, storage, installation, operation, cleaning, sterilization, maintenance, calibration, repair or handling; Customer Materials; Third-Party Instruments or third-party updates; unauthorized modification, relocation, repair, integration, reverse engineering or tampering; non-specified or incompatible consumables, spare parts, labware, fluids, scripts, API calls, protocols or accessories; normal wear and tear; contamination; corrosion; chemical attack; battery degradation; passive cooling performance outside stated conditions; use after expiry, shelf-life, single-use, reuse or replacement limits; malware, cybersecurity incidents, network failures or IT environment issues not caused by ADDIMUS; failure to install required updates or follow ADDIMUS troubleshooting instructions; or force majeure. The warranty is excluded only to the extent the relevant circumstance caused, contributed to or made it materially harder to diagnose or remedy the alleged defect.
8.15 ADDIMUS gives no guarantee unless ADDIMUS expressly uses the term "guarantee" in text form and states the scope and duration of that guarantee. Except as expressly stated in the Agreement, ADDIMUS does not warrant suitability for any particular purpose, uninterrupted operation, error-free operation, compatibility outside Specifications, biological results, assay results, regulatory results, publication results, commercial results or performance with Customer Materials.
8.16 If Customer notifies ADDIMUS of an alleged defect and no defect for which ADDIMUS is responsible is found, ADDIMUS may charge Customer for inspection, testing, troubleshooting, travel, shipping and other documented costs at ADDIMUS's rates made available before the work starts or otherwise reasonable market rates.
8.17 Customer must follow ADDIMUS's return and troubleshooting instructions. ADDIMUS may refuse to handle or return Products that are unsafe, contaminated, unlawfully shipped or not accompanied by required decontamination and safety information.
9. Services, Installation, Training, Calibration and Support
9.1 Services are provided only if expressly stated in the Order Confirmation, quotation, service description or signed service agreement.
9.2 Unless expressly agreed otherwise, installation, training, calibration, maintenance, repair, protocol setup, integration, remote support and other Services are charged at the rates stated in the Order Confirmation, quotation, service description or rate card made available before the Services start, plus travel, accommodation, shipping, waiting time and other expenses.
9.3 ADDIMUS performs Services with reasonable professional care. ADDIMUS does not guarantee that Services will achieve any biological, assay, regulatory, publication, commercial or research result.
9.4 Customer must provide safe and timely site access, qualified personnel, required approvals, suitable workspace, power, network access where needed, Third-Party Instruments, labware, Customer Materials, waste-disposal processes and all other cooperation reasonably required for Services.
9.5 Customer must ensure that any Product, instrument or material provided for Service is safe, clean, decontaminated and lawfully available for ADDIMUS personnel to handle. ADDIMUS may refuse or suspend Services if safety, contamination, biosafety, chemical safety, export-control, data-protection or access concerns exist.
9.6 Training provided by ADDIMUS is product training only. It does not replace Customer's own SOPs, risk assessments, biosafety training, assay validation, regulatory validation or workflow qualification.
9.7 Calibration certificates, service reports and test records document the specific work performed and conditions tested. They do not certify Customer's entire workflow unless expressly stated.
9.8 Unless expressly agreed in a support plan, ADDIMUS does not guarantee support availability, response times, resolution times, uptime, remote-support windows, update frequency, bug-fix delivery or continued support for any specific software, firmware, API, protocol builder version, Product version or Third-Party Instrument configuration.
9.9 Customer must remove, secure or protect samples, cells, reagents, biological materials, data, plates and Customer Materials before installation, repair, maintenance, calibration, troubleshooting, remote support or onsite service unless ADDIMUS expressly agrees otherwise. ADDIMUS is not responsible for loss, degradation, contamination or interruption of Customer Materials during Services except to the extent liability follows under Section 19.
10. Consumables, Wear Parts, Sterility, Cleaning, Reuse and Shelf Life
10.1 Consumables and Wear Parts are subject to consumption, wear, clogging, contamination, aging, chemical exposure, temperature effects and handling conditions. Their service life depends on use, Customer Materials, cleaning, storage, maintenance and workflow conditions.
10.2 Consumables are single-use unless the Product Documentation expressly states that they may be reused. Customer is responsible for validating any permitted reuse for its workflow.
10.3 Products are supplied non-sterile unless the Order Confirmation, label, certificate or Product Documentation expressly states that they are sterile.
10.4 If Products are supplied sterile, sterility applies only until the stated expiry date and only if the sterile barrier, packaging, storage conditions, transport conditions and handling instructions remain intact. ADDIMUS is not responsible for loss of sterility caused by damaged packaging, improper storage, improper handling, opening, reuse, reprocessing, expired shelf life or Customer Materials.
10.5 If Products are supplied non-sterile, Customer is responsible for determining whether sterilization, disinfection, decontamination or cleaning is required for Customer's research workflow.
10.6 Customer may clean, autoclave, disinfect, EO sterilize, UV treat, chemically treat, reuse or reprocess Products only if and to the extent expressly permitted in the Product Documentation or the Agreement. Any other cleaning, sterilization, reuse or reprocessing is at Customer's risk and excludes warranty rights to the extent it causes, contributes to or makes it materially harder to diagnose or remedy the alleged defect.
10.7 Customer must comply with shelf-life, lot, storage, temperature, humidity, light exposure, preconditioning and use-by requirements stated by ADDIMUS. Products used after expiry or outside stated storage conditions are used at Customer's risk.
11. Software, Firmware, APIs, Logs, Updates and Remote Support
11.1 Subject to Customer's payment of all due amounts, ADDIMUS grants Customer a non-exclusive, non-transferable, non-sublicensable internal-use license to use Product Software solely to operate the relevant Products for Customer's professional RUO workflows and in accordance with the Agreement.
11.2 Unless expressly agreed otherwise, the license for embedded Product Software is limited to use with the Product with which it is supplied. Separate tools, API access, protocol builder functionality, beta features, cloud features, remote-support tools or paid software modules may be subject to additional terms, fees, duration limits or access restrictions.
11.3 Customer must not copy, modify, translate, adapt, decompile, disassemble, reverse engineer, publish, distribute, sublicense, rent, lease, host, provide as a service, circumvent technical restrictions or create derivative works from Product Software, except to the extent mandatory law permits such acts and the relevant right cannot be contractually restricted.
11.4 Product Software may include open-source software or third-party software. Applicable open-source or third-party license terms apply to those components and prevail over these Terms to the extent required by the relevant license.
11.5 ADDIMUS may provide updates, upgrades, patches, bug fixes, firmware releases, API changes, documentation updates or security updates. Unless expressly agreed, ADDIMUS is not obliged to provide any specific update or to maintain backward compatibility of beta features, APIs, scripts or protocol templates.
11.6 ADDIMUS may require installation of current software or firmware versions as a condition for support, warranty troubleshooting, compatibility statements, API support or security support.
11.7 APIs, SDKs, sample scripts, protocol templates, command sets and beta features are provided for professional users and may change. Customer is responsible for validating all protocols, scripts, API calls and automated workflows before use.
11.8 Logs, diagnostic files, error reports and performance data may be generated by Products or Product Software. Customer is responsible for reviewing such data before sending it to ADDIMUS and for removing personal data, confidential third-party data, regulated data or sensitive biological data unless disclosure is necessary and lawful.
11.9 Remote support is provided only if agreed or requested by Customer. Customer is responsible for granting, supervising and terminating remote access, ensuring backups, protecting credentials and ensuring that remote access complies with Customer's IT, cybersecurity, biosafety and data-protection requirements.
11.10 Beta features, pre-release software, prototype software and experimental functionality are provided for evaluation only unless expressly agreed otherwise. They may be incomplete, unsupported, changed or withdrawn. Customer must not rely on beta features for routine research workflows unless Customer has independently validated them and accepted the risk.
12. Product Compliance, Regulatory Documentation and Product Changes
12.1 ADDIMUS determines the product-compliance status of each Product as supplied by ADDIMUS and for the intended RUO use stated by ADDIMUS.
12.2 ADDIMUS provides CE markings, declarations of conformity, declarations of incorporation, safety information, REACH/SVHC information, RoHS information, WEEE information, battery information, safety data sheets, calibration certificates, sterility certificates or other compliance documents only where legally required for the relevant Product, expressly agreed in the Order Confirmation or made available by ADDIMUS for that Product version.
12.3 Customer must not request or rely on compliance documents that do not match the supplied Product version, configuration, intended use or destination market.
12.4 Customer modifications, integrations, relabeling, repackaging, software or firmware changes, component substitutions, sterilization, reprocessing, resale, import, re-export or use outside Product Documentation may affect the compliance basis, warranty and ADDIMUS support.
12.5 Customer is responsible for the compliance, safety, labeling, documentation, conformity assessment, local use, import, resale, re-export, disposal and regulatory obligations of any resulting system, workflow, customer-specific integration or downstream use unless ADDIMUS expressly assumes a specific responsibility in text form.
12.6 ADDIMUS may make technical improvements, design changes, material changes, supplier changes, software changes, firmware changes, documentation changes and substitutions to Products if they do not materially reduce the agreed functionality or Specifications of confirmed orders.
12.7 ADDIMUS may discontinue Products, Consumables, Wear Parts, spare parts, software features, beta features, support services or documentation for future orders. ADDIMUS is not obliged to maintain spare-part availability, software support, API support, firmware support or backward compatibility for any specific period unless expressly agreed in the Order Confirmation or a service agreement.
13. Intellectual Property, Custom Deliverables and Feedback
13.1 ADDIMUS and its licensors retain all rights, title and interest in and to ADDIMUS technology, Products, Product Software, Product Documentation, designs, concepts, inventions, know-how, methods, workflows, manufacturing processes, CAD files, drawings, prototypes, fixtures, adapters, cassettes, firmware, source code, APIs, protocol builder logic, service methods, test methods, trade secrets, trademarks and other intellectual property.
13.2 No intellectual property rights are transferred to Customer except for the limited use rights expressly granted in the Agreement.
13.3 Customer must not disassemble, reverse engineer, copy, reconstruct, scan, measure for replication, benchmark for competitive development, manufacture, have manufactured or create derivative designs from Products, prototypes, Custom Deliverables, Accessories, Consumables, Wear Parts, CAD files, drawings, fixtures, cassettes, adapters or other ADDIMUS technology, except to the extent mandatory law permits such acts and the relevant right cannot be contractually restricted.
13.4 Customer retains ownership of Customer Materials and Customer's pre-existing intellectual property.
13.5 Unless expressly agreed otherwise in a signed agreement, payment for Custom Deliverables does not transfer ownership of ADDIMUS background IP, platform IP, CAD files, drawings, manufacturing files, design history, source code, firmware, software architecture, test methods, know-how, improvements or derivative developments.
13.6 ADDIMUS may use, further develop and commercialize general ideas, concepts, know-how, methods, improvements, error reports, suggestions, requests, feedback and technical learning arising from Customer discussions, Services or Custom Deliverables, provided ADDIMUS does not disclose Customer's Confidential Information in breach of Section 14.
13.7 Customer grants ADDIMUS a non-exclusive, worldwide, royalty-free right to use Customer Materials, Customer information and Customer intellectual property solely to perform the Agreement, provide support, troubleshoot issues, develop Custom Deliverables and comply with legal obligations.
13.8 If a Product becomes, or ADDIMUS reasonably believes may become, subject to a third-party intellectual-property infringement claim, ADDIMUS may at its option procure the right for Customer to continue using the Product, modify or replace the Product with a materially equivalent non-infringing product, or take back the Product and refund the depreciated or paid purchase price, as legally appropriate.
13.9 ADDIMUS has no responsibility for infringement claims caused by Customer Materials, Customer instructions, Customer specifications, unauthorized modifications, non-specified combinations, Third-Party Instruments, third-party software, use outside Product Documentation or use after ADDIMUS has provided a non-infringing alternative.
14. Confidentiality and Publications
14.1 "Confidential Information" means non-public technical, commercial, financial, scientific, operational or business information disclosed by or on behalf of one party to the other, whether before or after conclusion of the Agreement.
14.2 The receiving party must keep Confidential Information confidential, use it only for the Agreement and disclose it only to employees, affiliates, professional advisers, contractors and service providers who need to know it and are bound by confidentiality obligations appropriate to the information.
14.3 Confidentiality obligations do not apply to information that the receiving party can show is or becomes public without breach, was lawfully known before disclosure, is lawfully received from a third party without confidentiality restriction, is independently developed without use of Confidential Information or must be disclosed by law, court order, stock-exchange rule, public procurement rule or competent authority.
14.4 Before making a legally required disclosure, the receiving party must, to the extent legally permitted and practicable, notify the disclosing party and cooperate in reasonable protective measures.
14.5 Confidentiality obligations apply during the Agreement and for five years after the end of the Agreement. Trade secrets remain protected for as long as they remain trade secrets under applicable law.
14.6 Neither party may publish or issue press releases about the Agreement, Products, Services, Custom Deliverables, prototypes, beta testing or the other party's name without the other party's prior consent in text form, unless legally required.
14.7 Customer may publish Customer's own research results generated using Products, provided that Customer does not disclose ADDIMUS Confidential Information, non-public Product performance data, beta-feature information, prototypes, CAD files, unpublished specifications, service information, pricing or other protected technical or commercial information without ADDIMUS's prior consent in text form. Customer remains responsible for ensuring that publications do not imply diagnostic, clinical, IVD, medical-device or therapeutic approval or endorsement by ADDIMUS.
15. Export Controls, Sanctions and Restricted End Uses
15.1 Customer must comply with all applicable export-control, sanctions, customs, import, re-export, anti-boycott and restricted-end-use laws and regulations, including applicable EU, German, United Nations, United States and local laws.
15.2 Customer must not directly or indirectly export, re-export, transfer, provide, make available, use or permit use of Products, Product Software, technology, Documentation or Services in violation of sanctions or export-control laws; by or for a sanctioned person, entity, vessel, institution or government; in or for an embargoed or restricted country, territory or region where prohibited; for nuclear, chemical, biological, missile, military, weapons, surveillance, unlawful dual-use or other restricted end uses where prohibited or license-controlled; or in connection with biological weapons, chemical weapons, unlawful pathogen work or other unlawful harmful biological or chemical activity.
15.3 Customer must provide accurate end-user, destination, end-use, financing, ownership and compliance information requested by ADDIMUS. ADDIMUS may screen Customer, affiliates, end users, destinations, payment sources and orders for export-control, sanctions and compliance purposes.
15.4 ADDIMUS may refuse, suspend, delay or cancel any order, delivery, Service, software access, update or support if ADDIMUS reasonably believes that export-control, sanctions, customs, licensing, restricted-use, safety or compliance concerns exist.
15.5 Customer is responsible for obtaining all import, export, re-export, transfer, use and other licenses or authorizations required for Customer's receipt, transfer or use of Products, except where ADDIMUS expressly agrees to obtain a specific license.
15.6 Customer must indemnify ADDIMUS against third-party claims, penalties, fines, losses and costs arising from Customer's breach of this Section, to the extent caused by Customer and to the extent legally permitted. This indemnity does not apply to the extent the claim is caused by ADDIMUS's own breach or fault.
15.7 Customer must keep reasonable records of destination, end user, end use, re-export, resale and transfer of Products to the extent required by applicable law and must promptly notify ADDIMUS if Customer becomes aware of any actual or suspected sanctions, export-control, restricted-end-use, diversion, ownership/control or licensing issue affecting Products, Product Software, technology, Documentation or Services.
16. Product Safety, Field Actions and Controlled Transfers
16.1 Customer must use Products safely and in accordance with Product Documentation, applicable laws, laboratory safety standards, biosafety requirements, chemical safety rules, waste-disposal rules and Third-Party Instrument documentation.
16.2 Customer must notify ADDIMUS without undue delay of any safety incident, suspected product defect, contamination event, leakage event, needle or tubing failure, software issue, field failure, third-party claim, authority inquiry, customer complaint or other event that may relate to Product safety, Product conformity or a possible field action.
16.3 Customer must provide ADDIMUS with reasonable information and assistance to investigate incidents, including affected Product identification, lot numbers, serial numbers, logs, photographs, protocols, operating conditions, Customer Materials involved, Third-Party Instruments involved and incident chronology.
16.4 If ADDIMUS issues a safety notice, field action, product hold, update, correction, removal, recall or other instruction, Customer must cooperate promptly and follow ADDIMUS's reasonable instructions.
16.5 Customer may permit its employees, affiliates, group companies, academic collaborators, CROs, service providers and project partners to use Products for Customer's professional RUO activities, provided Customer remains responsible for their compliance with the Agreement. Customer may move Products between Customer-controlled sites if traceability, safety, software-license, export-control and Product Documentation requirements remain satisfied.
16.6 Any resale, lease, loan, export, re-export or permanent transfer to an independent third party requires ADDIMUS's prior consent in text form unless mandatory law requires otherwise. For any permitted transfer, Customer must pass on the applicable RUO, no medical/IVD use, Product Documentation, safety, export-control, sanctions, confidentiality and software-license restrictions. ADDIMUS may refuse warranty or support for transferred Products if traceability, safety, software-license or compliance requirements are not met.
16.7 Customer must maintain reasonable traceability records for Products transferred to affiliates, collaborators, service providers or permitted downstream users, so that safety notices and field actions can be communicated.
16.8 Mandatory statutory product liability and product-safety obligations remain unaffected.
17. Data Protection
17.1 The parties will comply with applicable data-protection laws if and to the extent personal data is processed in connection with the Agreement.
17.2 ADDIMUS does not intend to process patient data, clinical data, special-category personal data or identifiable research-subject data under these Terms. Customer must not provide such data to ADDIMUS unless the parties have expressly agreed the data-protection, security and legal basis requirements in advance.
17.3 If ADDIMUS acts as a processor for Customer within the meaning of applicable data-protection law, the parties will enter into a separate data processing agreement before the processing starts.
17.4 Customer is responsible for removing or anonymizing personal data from logs, screenshots, protocol files, diagnostic files and other materials before sending them to ADDIMUS, unless disclosure is necessary, lawful and covered by appropriate data-protection arrangements.
17.5 ADDIMUS may process business contact data, billing data, shipping data, support data, service coordination data, sanctions-screening data and ordinary CRM data as an independent controller for contract performance, compliance, security, customer administration and business communication. ADDIMUS will make its current privacy notice available by URL, email or on request.
18. Force Majeure, Suspension and Termination
18.1 Neither party is liable for failure or delay in performing an obligation, other than payment obligations already due, to the extent performance is prevented or materially impaired by circumstances beyond that party's reasonable control.
18.2 Force majeure events include war, armed conflict, terrorism, civil unrest, fire, flood, natural disaster, epidemic, pandemic, quarantine, government action, embargo, sanctions, export-license delay, import restriction, labor dispute, energy shortage, transport disruption, supplier failure, shortage of components or raw materials, cyberattack, IT outage, utility outage and other events beyond reasonable control.
18.3 The affected party must notify the other party without undue delay, mitigate the effects where reasonable and resume performance as soon as reasonably practicable. Performance deadlines are extended for the duration of the force majeure event plus a reasonable restart period.
18.4 If a force majeure event prevents material performance of an affected order for more than 90 calendar days, either party may terminate the affected order in text form. Customer must pay for Products delivered, Services performed and non-cancellable costs incurred before termination.
18.5 ADDIMUS may suspend delivery, Services, software access, updates, support or other performance if Customer is in payment default; Customer fails to provide required cooperation, information, materials, site access, approvals, safety confirmations or export-control information; credit, insolvency, sanctions, export-control, safety, contamination, cybersecurity or legal compliance concerns exist; Customer uses Products outside the Agreement, Product Documentation or RUO restrictions; or suspension is reasonably required to protect Product safety, ADDIMUS personnel, third parties, systems or legal compliance.
18.6 ADDIMUS may terminate an affected Agreement for good cause if Customer does not remedy a material breach within a reasonable cure period after notice, or if cure is impossible, refused or unreasonable. Good cause includes persistent payment default, insolvency filing, refusal to provide required export-control information, prohibited end use, unauthorized regulated use, safety risk, unauthorized modification, unlawful conduct or serious breach of confidentiality or intellectual-property obligations.
19. Limitation of Liability
19.1 ADDIMUS is liable without limitation for damage caused by intent or gross negligence, for injury to life, body or health, under an expressly assumed guarantee, for fraudulent concealment of a defect and under mandatory product liability law.
19.2 In cases of simple negligence, ADDIMUS is liable only for breach of a material contractual obligation. A material contractual obligation is an obligation whose performance is essential for proper performance of the Agreement and on whose performance Customer may regularly rely. Liability for simple-negligent breach of a material contractual obligation is limited to typical, foreseeable damage.
19.3 In all other cases of simple negligence, ADDIMUS is not liable.
19.4 Subject to Sections 19.1 to 19.3, ADDIMUS is not liable for loss of profit, revenue, production, use, contracts, business opportunity, goodwill or anticipated savings; loss, degradation or contamination of samples, cells, reagents, biological materials or other Customer Materials; failed experiments, repeat experiments, failed assays, failed cell-culture, organoid, spheroid, Matrigel or hydrogel results; failed regulatory submissions, publications or commercial results; loss or corruption of data beyond reasonable restoration effort from proper backups; indirect damage or consequential damage.
19.5 For loss or corruption of data caused by ADDIMUS's simple negligence, ADDIMUS's liability is limited to the reasonable restoration effort that would have been required if Customer had maintained proper and current backups.
19.6 The limitations in this Section also apply to the personal liability of ADDIMUS's officers, directors, employees, representatives, agents, contractors and subcontractors. This Section does not shift the statutory burden of proof.
20. Assignment, Notices, Order of Precedence and Miscellaneous
20.1 Customer may assign rights or obligations under the Agreement only with ADDIMUS's prior consent in text form, except where mandatory law provides otherwise.
20.2 ADDIMUS may assign rights and obligations to an affiliate or successor in connection with a merger, restructuring, asset sale, business transfer or financing, provided Customer's material contractual position is not unreasonably impaired.
20.3 Notices under the Agreement may be given by email unless the Agreement or mandatory law requires another form. Customer must keep billing, shipping, technical, safety and legal contact details current.
20.4 If a provision of these Terms is or becomes invalid or unenforceable, the remaining provisions remain effective. The invalid or unenforceable provision is replaced by the statutory rule. The parties will cooperate to agree a valid provision that comes as close as legally possible to the commercial purpose of the invalid provision.
20.5 No waiver is effective unless made in text form. Failure to enforce a right is not a waiver of that right.
20.6 If documents conflict, the following order applies, but only for the subject matter expressly covered by the higher-ranking document: (a) individually negotiated agreement signed or confirmed in text form by both parties; (b) specific commercial and technical terms expressly stated by ADDIMUS in the Order Confirmation; (c) project documents, Specifications, acceptance criteria or service descriptions expressly incorporated by ADDIMUS; (d) Product Documentation; and (e) these Terms. Customer standard terms are not part of the Agreement unless accepted under Section 1.5.
20.7 If Customer is a university, public research institution, public body or other entity subject to mandatory public procurement, budgetary, publication, freedom-of-information, public-records or public-law rules, those mandatory rules prevail only to the extent they cannot legally be excluded or modified. Customer must notify ADDIMUS before contract conclusion if such mandatory rules materially affect confidentiality, assignment, payment, retention of title, audit, publication, jurisdiction or other contract terms.
20.8 The Agreement contains the final and complete agreement of the parties for the relevant order and supersedes prior discussions, proposals, presentations, non-binding quotations, demonstrations, marketing materials and other communications relating to that order, except to the extent such materials are expressly incorporated into the Agreement.
20.9 Provisions that by their nature are intended to survive termination or completion survive, including payment, retention of title, confidentiality, intellectual property, software restrictions, export controls, product safety, data protection, liability limitations and governing law.
21. Governing Law, CISG Exclusion and Jurisdiction
21.1 The Agreement and any non-contractual obligations arising from or in connection with it are governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules to the extent they would lead to the application of another law.
21.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
21.3 If Customer is a merchant, legal person under public law or special fund under public law, the courts of Berlin, Germany have exclusive jurisdiction for all disputes arising from or in connection with the Agreement, including disputes concerning its formation, validity, performance, breach, termination and non-contractual obligations.
21.4 ADDIMUS may also bring claims against Customer at Customer's registered seat, branch, place of business or any other legally available forum.
21.5 Mandatory statutory places of jurisdiction and procedural rules that cannot be waived by agreement remain unaffected, including mandatory rules applicable to public-law customers.
21.6 The contract language is English unless the parties expressly agree otherwise. If a translation is prepared, the English version governs unless the parties expressly state that another language version prevails.
Annex 1: Return Material and Decontamination Requirements
A1.1 Customer must obtain a return material authorization before returning any Product.
A1.2 Customer must remove Customer Materials, liquids, biological materials, chemicals, sharps and waste before return, unless ADDIMUS expressly instructs otherwise.
A1.3 Customer must decontaminate returned Products using a method suitable for the materials and risks involved and permitted by the Product Documentation.
A1.4 Customer must provide a decontamination declaration, safety data sheets and any other safety information requested by ADDIMUS.
A1.5 ADDIMUS may refuse, quarantine, return at Customer's cost or dispose of Products that are contaminated, unsafe, unlawfully shipped, insufficiently documented or not authorized for return.
A1.6 Customer is responsible for lawful packaging, labeling, transport classification, customs documentation and shipment of returns. Customer must not ship dangerous goods, biohazardous materials, infectious substances or chemically contaminated Products to ADDIMUS unless ADDIMUS has expressly agreed the return route and Customer has provided all required safety data sheets, risk information, transport documents and decontamination evidence.
Annex 2: FAT/SAT Framework for Custom Systems
A2.1 FAT/SAT applies only if expressly agreed in the Order Confirmation or project document.
A2.2 The FAT/SAT criteria must be technical, objective and reproducible. They must identify applicable Hardware, Accessories, Consumables, Third-Party Instruments, labware, software versions, firmware versions, fluids, volume ranges, environmental conditions, pass/fail criteria and test records.
A2.3 Unless expressly agreed, FAT/SAT excludes Customer biological materials, cell-culture results, organoid results, spheroid results, assay performance, regulatory acceptance, publication results and long-term workflow reproducibility.
A2.4 Customer must provide all Customer-side materials, instruments, labware, personnel, site access, approvals and safety information required for SAT.
A2.5 Deviations that do not materially impair agreed functionality do not prevent acceptance. ADDIMUS must remedy material deviations for which ADDIMUS is responsible within a reasonable period.
A2.6 Deemed acceptance for delayed FAT or SAT requires the notice and warning process stated in Section 8 unless Customer has already accepted the Custom Deliverable by express confirmation, payment without reservation or productive use under Section 8.
Annex 3: Beta, Prototype and Pilot Terms
A3.1 This Annex applies to beta features, pre-release Product Software, prototype Hardware, prototype Accessories, prototype Consumables, pilot integrations, early-access features and experimental Custom Deliverables unless a separate signed beta or pilot agreement applies.
A3.2 Beta and prototype items are provided for evaluation, feasibility testing or development feedback only. They are not released products and must not be used for regulated, diagnostic, therapeutic, clinical, production, GxP, release-testing or routine research workflows unless ADDIMUS expressly agrees in a separate signed agreement.
A3.3 Beta and prototype items may be incomplete, unstable, unsupported, changed, withdrawn, replaced or discontinued. ADDIMUS does not guarantee feature completeness, continued availability, backward compatibility, support, updates, performance or commercial release.
A3.4 Customer must not publish, benchmark, disclose performance data for, reverse engineer, transfer or provide access to beta or prototype items without ADDIMUS's prior consent in text form, except to the extent mandatory law requires otherwise.
A3.5 Customer must provide reasonable feedback, error reports, logs and test observations requested by ADDIMUS for the pilot, provided Customer is not required to disclose legally restricted information or third-party confidential information.
A3.6 Customer uses beta and prototype items at its own risk, subject always to ADDIMUS's liability under Section 19.