Envigo shall provide the products (“产品“）和服务（”服务“）在Envigo发票，报价，订单确认，raybetAPP协议，价格清单，工作表格，工作表或Envigo时使用的其他商业文件，来描述产品或服务（”Envigo Document”), and customer shall purchase the Products and Services pursuant to the specifications contained in the Envigo Document and in accordance with the following terms and conditions:

I. BINDING CHARACTER

All sales and/or purchases of Products and Services are governed by these terms and conditions. Any and all terms and conditions (including any which may be delivered by customer with any purchase order or other commercial document) which are different than, or inconsistent with, or supplement these terms and conditions are rejected unless otherwise expressly agreed to by Envigo in writing. Instructions in a purchase order relating to the date and method of delivery for Products or Services shall be controlling only if accepted by Envigo in writing. No modification of these terms and conditions shall be binding or enforceable unless expressly agreed to by Envigo in writing.

II. PROVISION OF PRODUCTS AND SERVICES

raybetAPPEnvigo将提供产品，并按照Envigo文件执行服务，这些文件可能会在Envigo和客户的共同协议时不时修改。raybetAPPEnvigo将遵守所有适用的政府监管法律，规则和条例，产品或服务的提供（统称在本文中）Laws”)。如果需要额外的修正案或均nt services on the part of Envigo, Envigo may agree to perform such services and will be paid an amount mutually agreed to by the parties. Deviations from the Envigo Document may be made in an emergency without the customer’s approval, provided that Envigo shall use commercially reasonable efforts to obtain the customer’s verbal approval, which shall be subsequently confirmed by the customer in writing. The parties acknowledge that during the course of performing the Services in accordance with the Envigo Document, additional costs may be incurred by Envigo as a result of procedural changes which do not amount to or require a change in the Envigo Document, but which are deemed necessary by Envigo to successfully perform the Services, and which could not be foreseen at the date of the Envigo Document. If such procedural changes occur, Envigo shall advise the customer prior to their implementation and solicit the customer’s agreement as to the necessity and additional cost thereof. Should Envigo be unable to contact the customer in advance, the customer agrees that, in order to maintain the integrity of the Services, Envigo may proceed accordingly and Envigo shall be entitled to recover such additional costs from the customer upon presentation of an explanation of such procedural changes and the necessity thereof.

III. RESTRICTIONS ON USE AND BREEDING

一世。Any Products purchased from Envigo shall be used by customer in a safe manner, and in accordance with all applicable Laws. In consideration of Envigo’s valuable proprietary rights in the genetic composition responsible for the unique genetic characteristics of all animals purchased from Envigo and descendants of those animals derived by inbreeding or crossbreeding, including unmodified derivatives of those animals or their descendants (“Animals“）客户，包括其员工，同意，没有动物或其他产品可以直接或间接：（a）除了客户内部研究以外的任何目的，无论是现金还是其他考虑因素，包括但不限于使用任何产品或其任何组分在制造中或提供临床，治疗，诊断或预防性目的的产品或服务或用于任何其他商业目的，（b）繁殖，产生，交叉繁殖，转载，许可或提供（出售或以其他方式）到任何使用的第三方，或（c）向任何代理人或其他第三方提供，以便为这些动物提供育种或其他服务，除非Envigo为客户提供事先书面授权，以便偏离raybetAPP这些条款和条件或适当的许可证。

II。The purchase of any Products conveys to the customer the non-transferable right to use the Product and the components of the Products only in research conducted by the customer and specifically in accordance with the Envigo Document provided with the Products. If customer fails to comply with the foregoing limitations, in addition to any other remedies available to Envigo, the warranty provided for Products will be automatically voided.

IV。付款条件

一世。Unless otherwise set forth in a Envigo Document, prices will be as per Envigo’s published price lists on the day of delivery. If the customer is tax exempt, then it will be the customer’s responsibility to provide Envigo with written proof of the customer’s tax exempt status. The price list may be adjusted by Envigo without notice. Unless otherwise stated in the price list, the prices do not include, and the customer agrees to pay, all applicable, taxes, duties, excise charges and packaging and shipping charges.

II。The customer will pay Envigo as set forth in the Envigo Document. All invoices are due and payable within thirty (30) days from the date of the invoice, and the customer agrees to pay all invoices submitted. All amounts not paid by the customer when due may, at the option of Envigo, accrue interest from the applicable due date until paid, at a rate that is the lower of (a) the highest rate permitted under applicable Laws and (b) 1.5%per month. In addition, Envigo may elect to cease or suspend the Services or withhold required reports or other deliverables in the event that the customer does not make payments when due and payable. Termination, delay or cancellation fees will be set forth in the Envigo Document and shall be payable, as applicable, in accordance with the terms hereof.

III。根据本协议所做的所有付款都应在清算基金中进行，而无需任何扣除或撤销，并且不扣除任何自然的任何税收，征税，进口，职责，费用和扣缴任何自然的税收或以下任何政府，财政或其他管理局根据法律要求施加的。如果将本协议的缔约方强制进行任何此类扣除，则将支付给接收方的额外金额，以确保接收缔约方已收到的全额收到但扣除扣除。

iv. If, in the reasonable opinion of Envigo, customer’s financial condition is precarious or there has been a materially adverse change in customer’s financial condition, Envigo shall have the right to demand accelerated payment or other assurances that it deems adequate before providing any additional Products or Services.

V. CONFIDENTIALITY

在提供产品或执行服务的过程中，Envigo和客户可以交换专有或机密信息。raybetAPP缔约方将以书面形式识别，如机密和/或专有的信息。如果缔约方打算向另一方向另一方向另一方披露机密信息，披露方应当（a）提醒披露前的披露的保密性质和（b）向另一方提供给机密的另一方提供书面通知在制造原始披露后十（10）天内此类披露的性质和内容。每一方都会利用其商业上合理的努力，以确信，并将采用合理和适当的程序，以防止其未经授权的出版物或披露，除非需要通过适用法律披露此类信息。除了在履行本协议之外，既不应将其他方的专有和/或机密信息用于任何目的。本节的保密条款不适用于此类信息的任何部分，该信息在从披露方获得的接收方中已知（a）已知;（b）被收购

by the receiving party from a third party, and such third party is not known to the receiving party to be bound by an obligation of confidentially to the disclosing party or otherwise prohibited from transmitting such information to the receiving party; (c) is or becomes published or otherwise in the public domain other than by violation of this Agreement by the receiving party; (d) is independently developed by the receiving party without reference to or reliance upon the information provided by the disclosing party; or (e) is required to be disclosed by the receiving party to comply with applicable Laws; provided that the receiving party provides prompt written notice of such disclosure to the disclosing party and cooperates with the disclosing party’s reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

VI. DATA PROTECTION LEGISLATION

一世。Each party shall comply with the Data Protection Schedule attached hereto as Schedule 1 and incorporated by reference into this Agreement.

VII. LIMITED WARRANTY

一世。虽然Envigo保raybetAPP持了严格控制其环境，繁殖和维护运营，并从事综合健康和遗传监测质量控制计划，可能会发生健康和遗传地位的变化。遗传和环境压力会影响动物的一般健康。因此，Envigo建议在交付后监测raybetAPP和测试其动物。如果客户无法执行此类监控和测试，Envigo将根据要求向客户提供帮助。raybetAPP在客户初始收到动物后，本节讨论的类型的任何测试都必须不到七（7）个日历日，并且在客户收到动物之后不迟于二十一（21）个日历日。如果客户接受产品的交付，客户将无权以任何原因返回Envigo的产品。raybetAPP

II。raybetAPPEnvigo保证，产品和服务应在所有重大方面符合Envigo文件中包含的规范，并在交货时或完成时的适用法律。raybetAPPEnvigo不保证或代表服务的结果将对他们所提出的任何监管或政府机构可以接受，或者服务的结果将使客户能够进一步开发，市场或以其他方式利用任何产品或服务。

III。Other than described herein, raybetAPPEnvigo没有任何形式，表达，暗示或法定的陈述或保证，包括但不限于任何潜在的适用性保修，特定目的的适合，非侵犯任何专利，商标或其他知识产权或其他方式。客户假设使用产品和服务产生的所有风险和责任。Envigo对其服务或产品的损害赔偿的损害的所有义务或责任，除本文提raybetAPP供的服务或产品外，完全无须否定和排除在外。

iv. Any claim for breach of this limited warranty must be made in writing to Envigo upon discovery of such loss or damage and no later than: (a) in the case of Products, seven (7) calendar days after the date the Products are delivered, or (b) in the case of Services, the date that the Services are completed, after which time the Products or Services shall be deemed finally accepted. The customer must retain for Envigo’s inspection all Products alleged to be defective.

v. Risk of loss and title to the Products shall pass to customer once the Products leave Envigo’s facility or are delivered to a common carrier, as applicable.

VIII. LIMITATION OF LIABILITY

一世。Envigo will not be liable for penalties or liquidated damages or for special, indirect, consequential, punitive, exemplary or incidental damages or loss of profits, revenue or amounts expended in using, storing, or maintaining any such Products) regardless of whether any such losses or damages are characterized as arising from breach of contract, breach of warranty, tort, strict liability or otherwise, even if Envigo is advised of the possibility of such losses or damages, or if such losses or damages are foreseeable.

II。raybetAPPEnvigo的责任，无论采取行动的形式，应仅限于实际损害，而不得超过产品或服务的总价，而是出现此类责任的产品或服务。在任何情况下，对于任何由客户或任何第raybetAPP三方使用的任何决定，进一步研究，开发或推销任何测试文章或其与其相关的任何衍生品，产品或服务（或者产品或服务）。

III。Subject to the limitations set forth in this Section VII, in the event that Envigo commits a breach of the limited warranty set forth in the Limited Warranty Section above, Envigo’s sole liability, and the customer’s sole remedy, shall be for Envigo to (a) replace the Products or issue a credit therefore or (b) conform the portion of the Services giving rise to the breach to the relevant specifications.

iv. If any provision or part provision of this Section VII is invalid, illegal or unenforceable, Envigo and the customer shall negotiate in good faith to amend such provision or part provision so that, as amended, it achieves to the greatest extent possible, the intended commercial result of the original provision.

v. Nothing contained herein shall exclude or restrict a Party hereunder for death or personal injury caused by that Party’s negligence or for fraud or fraudulent misrepresentation.

IX. INDEMNIFICATION

客户同意保护,保存和保护hold harmless Envigo and its parent, subsidiaries and affiliates and their respective directors, managers, members, shareholders, officers, employees and agents (“Indemnified Parties”) from and against any claims, demands, suits, actions, causes of action, losses, costs, damages, fines and liabilities, including reasonable attorney, expert and other professional fees (“Claims”) arising out of or in connection with or attributable to (a) the research, development, manufacture, distribution, use, sales or other disposition by the customer, or any distributor, collaborator, customer, sublicensee, representative or agent of the customer, of any test articles and/or any other substances upon which the Services were performed or for which the Products were used, (b) any infringement of any third party’s patent rights or unauthorized use or misappropriation of its know-how, (c) the customer’s negligence or willful misconduct,(d) personal injury related to contact with the Products during visits to Envigo’s facilities or after delivery of the Products to the customer, or (e) the harmful or otherwise unsafe effect of any product resulting from research involving the Products and Services, and will pay any costs and damages which may be assessed against the Indemnified Parties.

X.不可抗力

Envigo shall not be responsible for any delays arising, directly or indirectly, from fires, floods, earthquakes, explosions, strikes, labor difficulties, acts of terrorism, riots, war, insurrection, embargo, government decrees or orders, civil or military authority, acts of animal activism, failure or curtailment of Envigo’s usual sources of supply, disease, acts of God, or any other event, occurrence or condition which is beyond Envigo’s reasonable control.

XI。适用法律

这些条款和条件将在所有事件和for all purposes be governed by, and construed in accordance with, the laws of the State of Indiana in the United States of America (“US”) in circumstances where the Envigo Document is generated by an Envigo legal entity in the US, and the laws of England and Wales where the Envigo Document is generated by an Envigo legal entity outside the US. Any choice of law principle or international treaty that would dictate the application of the law of another jurisdiction is specifically excluded to the fullest extent possible.

XII. SEVERABILITY

Each provision of these terms and conditions is severable, and subject to Section VII iv, if any provision shall at any time be held to be contrary to law or invalid or unenforceable, the remaining terms, conditions and provisions shall not be affected thereby but shall remain in full force and effect. As used in this Section “provision” shall mean and include any word, clause, sentence, sub-paragraph, paragraph, section or portion of these terms and conditions.

SCHEDULE 1
DATA PROTECTION SCHEDULE

Data Protection Legislation shall mean the General Data Protection Regulation ((EU) 2016/679) and any other data protection or privacy law relevant in the applicable Jurisdiction as defined in this Agreement.

1.数据保护

1.1双方将符合数据保护立法的所有适用要求。此条款是此外部，并且不会缓解，删除或更换，缔约方在数据保护立法下的义务。

1.2缔约方承认，在进入本协议并履行其各自的义务时，各方可能会收集和处理某些个人数据，这意味着有关每个公司的员工或代表有关可识别个人的信息。在这方面，每个方可以充当数据控制器或数据处理器（其中数据控制器和数据处理器具有与数据保护立法中所定义的含义）相关的）与彼此员工或代表的个人数据相关。

1.3 Without prejudice to the generality of clause 1.1, the parties will ensure that they have all necessary and appropriate consents and notices in place to enable lawful transfer of the Personal Data for the duration and purposes of this agreement.

1.4 Without prejudice to the generality of clause 1.1, each party shall, to the extent that the General Data Protection Regulation applies to processing in relation to any of each other’s employees or representatives Personal Data processed in connection with the performance of obligations under this agreement:

（a）仅在各个数据控制器的书面指示上的个人数据处理，除非适用法律需要数据处理器以其他方式处理个人数据。如果数据处理器依赖欧盟或欧盟法律的法律作为处理个人数据的基础，则数据处理器应在执行适用法律所需的处理之前立即通知数据，除非适用法律禁止数据处理器所以通知;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Data Controller, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

（d）除非满足以下条件，否则不会在欧洲经济区以外的任何个人数据转移：

(i) appropriate safeguards are in place in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;

(e) assist the Data Controller, at its cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Data Controller without undue delay on becoming aware of a Personal Data breach;

(g) at the written direction of the Data Controller, delete or return Personal Data and copies thereof on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause.

1.5数据控制器同意在本协议下指定第三方处理器的数据处理器，数据处理器应立即通知第三方处理器的标识的数据控制器。数据处理器确认它已输入或（视视情况而定）将与第三方处理器输入到包含与本条款中规定的术语的书面协议中。与数据控制器和数据处理器之间一样，数据处理器应根据本条款所指定的任何第三方处理器的所有行为或遗漏持续责任。

1.6 Either party may, at any time on not less than thirty (30) days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement.