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g. Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in
the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights
or subsequent actions in the event of future breaches.
h. Export. User agrees to comply with all export and re-export restrictions and regulations, and not to transfer, or
authorize the transfer of, the Licensed Materials, to a prohibited country or otherwise in violation of any such
restrictions or regulations. User shall obtain any and all import licenses necessary or proper for the import and use of
the Licensed Materials, as relevant.
i. Choice of Law; Venue. This Agreement is governed and interpreted in accordance with the laws of Germany, without
reference to its conflict of law principles. Subject to the arbitration clause (where relevant), the parties hereby consent
to the exclusive jurisdiction of, and venue in, the state and federal courts within Düsseldorf. The United Nations
Convention on Contracts for the Sale of Goods shall not apply to this Agreement.
j. Notice. Any and all notices or other information to be given by one of the parties to the other shall be deemed
sufficiently given when sent by certified mail (receipt requested), or by courier, or by hand delivery to the other party.
Such notices shall be deemed to have been effective on the first business day following the day of such delivery.
k. Equitable Relief. The parties agree that a material breach of this Agreement adversely affecting QIAGEN's intellectual
property rights in Software or Licensed Materials may cause irreparable injury to QIAGEN for which monetary
damages would not be an adequate remedy and QIAGEN shall be entitled to equitable relief (without a requirement to
post a bond) in addition to any remedies it may have hereunder or at law
l. Assignment. Except as expressly permitted herein, User shall not transfer, assign or delegate this Agreement or any
rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law or otherwise, without the
prior written consent of QIAGEN. Any such purported transfer, assignment or delegation shall be null and void.
QIAGEN may transfer, assign or delegate this Agreement. Subject to the foregoing, the terms and conditions of this
Agreement shall be binding upon and inure to the benefit of the parties to it and their respective heirs, successors,
assigns and legal representatives.
m. Illegality. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable under any applicable statute or rule of law, such term or provision shall be modified, limited or
eliminated to the minimum extent necessary to effectuate the original intent and such declaration shall have no effect on
the remaining terms hereof, which shall continue in full force and effect.
n. Headings. Headings are solely for reference and shall not affect the meaning of any term.
o. Addendum for Customers Located in the People's Republic of China. Notwithstanding anything to the contrary herein
and only to the extent the laws of the People's Republic of China are deemed to apply to this Agreement in some
capacity with respect to a Customer because the Customer is located or domiciled in the People's Republic of China,
then the following shall also apply with respect to such Customers only:
i. Limited Warranty. QIAGEN owns or has the rights to license the Licensed Materials.
ii. Export/Import. Customer shall take all actions necessary or proper to comply with China's Regulations on
Administration of Technology Import and Export Laws and related laws, statutes, regulations, ordinances or
government directives.
Manuel d'utilisation du système QIAcuityDx | 07/2024
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