IMPORTANT: PLEASE READ BEFORE OPENING OR USING SAMPLES

By accepting delivery of, opening, scanning the QR code on, or using the sample chemistry provided by Exymes, you (“the Recipient”) agree to be bound by these Sample Evaluation Terms and Conditions (“Evaluation Terms”). These terms are also displayed on the exterior of the packaging. If you do not agree, you must not open or use the samples and must contact commercial@exymesplc.com to arrange their return or destruction.

1. Definitions

1.1. In these Evaluation Terms the following words shall have the following meanings:

“Authorised Distributor” means a third-party distributor appointed by Exymes to supply Exymes products, including Evaluation Samples, in a specific territory under a written distribution agreement with Exymes.
“Confidential Information” means any data, results, findings, or information derived from or relating to the Evaluation Samples or Exymes’ proprietary technology.
“Contracting Entity” means: (a) Exymes Ltd (registered in England No. 15067075) where the Recipient is located in the United Kingdom or European Union; (b) Exymes NZ Ltd (Company No. 9073376), Dunedin, New Zealand, where the Recipient is located in the Asia-Pacific region (including Australia, New Zealand, Japan, China and South-East Asia); and (c) Exymes Ltd for all other territories, except where a different Exymes entity has been confirmed in writing as the supplying entity prior to supply.
“Evaluation Period” means 90 days from the date the Evaluation Sample is received by the Recipient, unless extended in writing by Exymes.
“Evaluation Purpose” means the internal, non-commercial assessment and testing of the Evaluation Sample to determine its suitability for the Recipient’s potential future use. Where a sample request has been submitted to Exymes or an Authorised Distributor, the Evaluation Purpose is further limited to the application described in that request.
“Evaluation Sample” means the sample chemistry, reagents, buffers, or associated materials supplied by Exymes or by an Authorised Distributor on Exymes’ behalf, free of charge or at reduced cost for evaluation purposes only.
“Exymes” means the relevant Contracting Entity as defined above.
“Intellectual Property” means all patents, patent applications, trade marks, trade secrets, know-how, copyright, database rights, and all other intellectual property rights (registered or unregistered) subsisting anywhere in the world.
“Recipient” means the company, institution, or individual that has requested and received the Evaluation Sample.
“Results” means any data, outcomes, analyses, reports, findings, or conclusions generated by the Recipient through use of the Evaluation Sample.

2. Supply of Evaluation Samples

2.1. Evaluation Samples are supplied free of charge or at a reduced cost solely to enable the Recipient to assess the suitability of Exymes products. Supply does not constitute an offer to sell, nor does it create any obligation on either party to enter into a subsequent commercial relationship.
2.2. Evaluation Samples remain the property of Exymes at all times until destroyed in accordance with clause 7.
2.3. Exymes reserves the right to limit the quantity of Evaluation Samples provided and to decline requests at its discretion.
2.4. The Recipient acknowledges that Evaluation Samples are provided without warranty of any kind, express or implied, including as to fitness for purpose, quality, or performance. Evaluation Samples are provided ‘as is’.

3. Authorised Distributors

3.1. Evaluation Samples may be supplied to the Recipient by an Authorised Distributor acting as agent on behalf of Exymes. Where this is the case, these Evaluation Terms remain the applicable agreement between Exymes and the Recipient. The Authorised Distributor is not a party to these Evaluation Terms and has no authority to vary, waive, or grant exceptions to them.
3.2. The Recipient acknowledges that, where an Evaluation Sample is supplied by an Authorised Distributor, Exymes is the contracting party and retains all rights under these Evaluation Terms, including the right to enforce restrictions on use, publication, and intellectual property.
3.3. Any approval requests under these Evaluation Terms (including publication approvals under clause 6) must be directed to Exymes at commercial@exymesplc.com, not to the Authorised Distributor.
3.4. These Evaluation Terms are incorporated by reference into any supply of Evaluation Samples. By opening, scanning the QR code on, or using an Evaluation Sample, the Recipient accepts these Evaluation Terms. The Recipient acknowledges that the notice on the packaging and any accompanying despatch communication from Exymes or an Authorised Distributor provided reasonable opportunity to review these terms prior to opening.

4. Permitted Use

4.1. The Recipient may use Evaluation Samples solely for the Evaluation Purpose during the Evaluation Period.
4.2. Permitted use includes internal laboratory testing, benchmarking against existing methods, and assessment of technical performance, provided such activities are conducted solely for the Recipient’s own internal evaluation and not in support of any commercial activity or third-party work.
4.3. The Recipient shall handle, store, and use Evaluation Samples in accordance with:

• all applicable laws and regulations;

• the relevant Exymes product documentation, Quick Start Guide, and Safety Data Sheet (SDS) provided with the Evaluation Sample; and

• good laboratory practice appropriate to the nature of the materials.

5. Prohibited Uses

5.1. The following uses of Evaluation Samples are strictly prohibited without the prior written consent of Exymes:
(a) Commercial Use. The Evaluation Sample may not be used, directly or indirectly, in connection with any commercial service, fee-generating activity, or revenue-generating work of any kind, including contract research services, diagnostic testing offered to third parties, commercial genotyping or sequencing services, or quality control testing within a commercial manufacturing process.
(b) Scientific Studies and Sponsored Research. The Evaluation Sample may not be used in support of any formal scientific study, sponsored research programme, clinical trial, regulatory submission, or grant-funded project without prior written approval from Exymes.
(c) Transfer to Third Parties. The Evaluation Sample may not be transferred, loaned, sold, gifted, or otherwise made available to any third party, including other departments within the same organisation that are not directly involved in the evaluation for which the samples were supplied.
(d) Reverse Engineering. The Recipient shall not attempt to reverse engineer, analyse the composition of, reproduce, or replicate the Evaluation Sample, its formulation, or any component thereof.
(e) Clinical or Diagnostic Use. Evaluation Samples are supplied for research purposes only. They are not approved, validated, or intended for use in clinical diagnostics, therapeutic applications, in vitro diagnostic (IVD) use, or any application requiring regulatory approval.
(f) Use Beyond the Evaluation Period. The Recipient shall not use Evaluation Samples after the Evaluation Period has expired. Any continued use requires a commercial purchase agreement with Exymes.

6. Publication and Disclosure of Results

6.1. The Recipient shall not publish, present, publicly disclose, or otherwise disseminate any Results derived from the use of Evaluation Samples (including in academic journals, conference proceedings, posters, pre-print servers, social media, or press releases) without the prior written approval of Exymes.
6.2. Requests for publication approval must be submitted to commercial@exymesplc.com with:

• a draft or summary of the proposed publication or presentation;

• details of the Evaluation Sample used; and

• a description of the conclusions or claims to be made.

6.3. Exymes will review publication requests on a case-by-case basis and may:

• grant approval with or without conditions (such as acknowledgement or manuscript review);

• request modifications prior to approval; or

• decline approval, in which case the Recipient shall not proceed with the publication or disclosure.

6.4. Exymes shall aim to respond to publication approval requests within 15 business days. Absence of a response shall not constitute approval.
6.5. Any publication approved under clause 6.3 shall include an appropriate acknowledgement of Exymes as the supplier of the evaluation chemistry, in a form agreed between the parties.

7. Intellectual Property

7.1. All Intellectual Property in the Evaluation Samples, including the chemistry, formulations, processes, and associated know-how, remains the sole and exclusive property of Exymes. Nothing in these Evaluation Terms transfers or licences any Intellectual Property rights to the Recipient beyond the limited right to use the Evaluation Sample for the Evaluation Purpose during the Evaluation Period.
7.2. The Recipient shall not file, or assist any third party in filing, any patent application or intellectual property claim that incorporates or is based upon Exymes’ Evaluation Samples, their composition, or their properties.
7.3. If the Recipient believes any Results may have broader commercial or intellectual property significance, it should notify Exymes at commercial@exymesplc.com before taking any further action.

8. Disposal of Unused Evaluation Samples

8.1. Upon expiry of the Evaluation Period, or upon earlier written notice from either party that the evaluation is complete or discontinued, the Recipient shall destroy all unused Evaluation Samples.
8.2. Destruction must be carried out in accordance with:

• the disposal instructions in the relevant Safety Data Sheet;

• all applicable environmental, health and safety legislation; and

• the Recipient’s own waste management procedures for chemical materials.

8.3. The Recipient shall use reasonable endeavours to provide written confirmation to commercial@exymesplc.com that all Evaluation Samples have been destroyed, within 14 days of destruction. Exymes may request such confirmation in writing at any time following expiry of the Evaluation Period, and the Recipient shall respond within 14 days of such a request.

9. Confidentiality

9.1. The Recipient acknowledges that the Evaluation Samples, their composition, performance characteristics, and associated technical documentation constitute Confidential Information belonging to Exymes.
9.2. The Recipient shall keep all Confidential Information strictly confidential, shall not disclose it to any third party, and shall use it solely for the Evaluation Purpose.
9.3. The Recipient may share Confidential Information only with its own employees or contractors who: (a) have a genuine need to know for the purposes of the evaluation; and (b) are bound by confidentiality obligations no less restrictive than those in these Evaluation Terms.
9.4. The confidentiality obligations in this clause 9 shall survive termination or expiry of these Evaluation Terms for a period of five (5) years.

10. . Liability and Indemnity

10.1. To the fullest extent permitted by applicable law, Exymes excludes all liability in connection with the supply and use of Evaluation Samples, including liability arising from:the performance or non-performance of the Evaluation Sample;

• any loss of data, results, or research output;

• any indirect, consequential, or economic loss; or

• property damage, save where caused by Exymes’ negligence.

10.2. Nothing in these Evaluation Terms limits or excludes Exymes’ liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded by applicable law.
10.3. The Recipient shall be solely responsible for the safe handling, use, storage, and disposal of Evaluation Samples and for ensuring that its personnel are appropriately trained and equipped.
10.4. The Recipient shall indemnify and hold Exymes harmless against all losses, costs, claims, and damages arising from: (a) any prohibited use of the Evaluation Samples under clause 5; (b) any breach of these Evaluation Terms; or (c) any negligent or unlawful act or omission by the Recipient or its personnel in connection with the Evaluation Samples.

11. Term and Termination

11.1. These Evaluation Terms commence on the date the Evaluation Sample is received, opened, or first used by the Recipient, whichever is earliest, and continue until the earlier of: (a) the end of the Evaluation Period; or (b) written termination by either party.
11.2. Exymes may terminate these Evaluation Terms with immediate effect by written notice if the Recipient breaches any provision.
11.3. On termination or expiry, the Recipient shall immediately cease use of the Evaluation Samples and comply with the destruction obligations in clause 7.
11.4. Clauses 6 (Publication), 7 (Intellectual Property), 9 (Confidentiality), 10 (Liability), and 12 (General) shall survive termination or expiry.

12. General

12.1. Entire Agreement. These Evaluation Terms govern the supply and use of Evaluation Samples and supersede all prior discussions or agreements on this subject. For the avoidance of doubt, Exymes’ standard Terms and Conditions of Sale (available at www.exymesplc.com/legal/uk-terms-and-conditions) do not apply to Evaluation Samples.
12.2. No Waiver. Failure by Exymes to enforce any provision of these Evaluation Terms shall not constitute a waiver of that or any other provision.
12.3. Severability. If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.4. No Assignment. The Recipient may not assign, transfer, or sub-licence any rights or obligations under these Evaluation Terms without the prior written consent of Exymes.
12.5. Third Parties. No third party shall have any right to enforce any provision of these Evaluation Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.6. Variation. These Evaluation Terms may only be varied by written agreement signed by authorised representatives of both parties.
12.7. Governing Law and Jurisdiction. These Evaluation Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that Exymes may seek injunctive relief in any jurisdiction to protect its Intellectual Property or Confidential Information.
12.8. Notices. All notices under these Evaluation Terms shall be in writing and sent to Exymes at commercial@exymesplc.com. Notices to the Recipient shall be sent to the email or postal address most recently provided by the Recipient to Exymes or the Authorised Distributor in connection with the supply of the Evaluation Sample.