Purpose of Loan. LumiraDx will deliver the Loaned Instrument and any listed Accessories (“Loaned Instrument’) to you on a date agreed between you and LumiraDx, or as soon as is possible for LumiraDx after this date. You can use the Loaned Instrument only up to the End Date of the Loan Period for the purpose specified in your Loaned Instrument Acknowledgment form.
Title to Loaned Instrument. LumiraDx will legally own the Loaned Instrument unless and until you buy the Loaned Instrument from LumiraDx.
Technical and Service Support. During the Loan Period, at no charge to you, LumiraDx may choose to provide you with reasonable technical support and repair and maintenance services for the Loaned Instrument.
Your Duties. After you have received the Loaned Instrument from LumiraDx and until you either buy it from us or return it to LumiraDx, you will (i) not move the Loaned Instrument from your address listed above without LumiraDx approving this in writing; (ii) not allow any security or other charge to be linked to the Loaned Instrument (iii) use and maintain the Loaned Instrument with appropriate care and keep the Loaned Instrument in good operating order, repair and condition; (iv) refund all costs suffered by LumiraDx from, theft, loss or damage to, the Loaned Instrument however this is caused; (v) at all reasonable times, allow LumiraDx to access your property to check the Loaned Instrument and to allow LumiraDx to provide you with technical support or maintenance or repair services on the Loaned Instrument, for which LumiraDx will give you reasonable advance notice and will be subject to any confidentiality, security and health and safety requirements you may have and (vi) fully insure the Loaned Instrument against loss, theft, damage and all other expected and foreseeable risks.
Data and Publication. Neither the complete nor any part of the results of data generated from the Loaned Instrument(s), nor any of the information provided by LumiraDx for the purposes of performing any agreed evaluation or Instrument review, will be published, shared or passed on to any third party without the consent of the LumiraDx.
Return of Loaned Instrument. As soon as you can after termination of this Agreement or at the end of the Loan Period, or if you do not purchase the Loaned Instrument before the end of the Loan Period or have not entered into a Reagent Rental Agreement, you will either return the Loaned Instrument to LumiraDx or LumiraDx will pick it up from you, whichever LumiraDx decides. Before you return the Loaned Instrument to LumiraDx, you must ask for a return. The LumiraDx Instrument must be fully cleaned and decontaminated before any return in line with reasonable instructions of LumiraDx.
Warranty Disclaimers. Unless you purchase the Loaned Instrument, the Loaned Instrument is delivered to you “as is” and LumiraDx makes no other guarantee or warranty about the Loaned Instrument. This includes any implied warranties of whether the Loaned Instrument is suitable for any particular purpose or suitable for sale.
Limitation of liability. As far as LumiraDx is allowed by law, LumiraDx will not be legally responsible for any indirect, incidental, consequential, special loss and/or damages or for any increased costs or expenses, any lost profits, any loss of business, contracts, data, goodwill, income or revenues (however caused), whether or not foreseeable. This applies even if LumiraDx had notice of the possibility of those damages happening. This condition does not affect LumiraDx’s legal responsibility for causing death or personal injury as a result of LumiraDx’s negligence, fraud or fraudulent misrepresentation, or any other liability that LumiraDx cannot exclude by law.
Termination. You or LumiraDx may end this Agreement for any reason upon written notice to the other party.
Jurisdiction. This Agreement is governed by the laws of Scotland. Any disputes will be dealt with by the courts of England and Wales.
Entire Agreement. This Agreement represents your full agreement with LumiraDx for the Loaned Instrument. It replaces any previous agreements between you and LumiraDx, whether written or spoken. Anything we discuss in our negotiations of this Agreement which is not expressly written in this Agreement shall not be binding on you or LumiraDx. Neither party will be able to rely upon any untrue statement which was made by the other party and relied upon by that party when entering in this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement.