Equipment Terms
Last Modified: December 2, 2025
1. EQUIPMENT PROCUREMENT.
a) Ginkgo will be responsible for procuring and, if applicable, customizing the Ginkgo Provided Equipment as set forth in the applicable Quote. If applicable, Customer will be responsible for procuring the Customer Provided Equipment as set forth in the applicable Quote. To the extent available, Customer will provide Ginkgo with copies of any Documentation applicable to the Customer Provided Equipment. To the extent possible, Ginkgo will ensure that any warranties or licenses associated with Ginkgo Third Party Equipment provided by the applicable third party supplier of such Ginkgo Third Party Equipment will be for the benefit of Customer, and where such warranties or licenses cannot be for the benefit of Customer, the Parties will arrange for Customer to be the purchaser of such Ginkgo Third Party Equipment.
2. DELIVERY AND INSTALLATION.
a) If applicable, Ginkgo will deliver the Ginkgo Provided Equipment to and install the System at Customer’s site designated in the Quote (the “Customer Site”), and will use commercially reasonable best efforts to do so in accordance with the timelines and schedules set forth in the applicable Quote. While on the Customer Site, Ginkgo personnel will abide by any reasonable, applicable Customer rules and regulations of which Ginkgo has been provided copies, and Ginkgo will be responsible for the conduct of its personnel on the Customer Site.
3. TESTING.
a) Ginkgo will be responsible for performing (or, as applicable, ensuring that its third-party suppliers of any Ginkgo Third-Party Equipment perform) commercially reasonable factory acceptance testing (“FAT”) of any Ginkgo Third Party Equipment prior to delivery to the Customer Site. If applicable, the Parties agree to work in good faith to develop a plan for FAT of Customer Provided Equipment in the event such Customer Provided Equipment may need to be integrated whether in advance at Ginkgo’s site ahead of FAT or during the installation at the Customer’s Site. Ginkgo will use commercially reasonable efforts to perform FAT of any Customer Provided Equipment and report FAT results to Customer. For the avoidance of doubt, the Parties agree that solely the Customer will be responsible for ensuring Customer Provided Equipment passes such FAT.
b) Ginkgo will be responsible for performing (or, as applicable, ensuring that its third-party suppliers of any Ginkgo Third-Party Equipment perform) commercially reasonable site acceptance test (“SAT”) plan for the System (the “SAT Plan”). Customer acknowledges and agrees that any FAT and/or SAT conducted by Ginkgo will be performed with inactive materials (such as water or dye) and not with anything biological. Following installation of the System at the Customer Site, Ginkgo will conduct an SAT for the System in accordance with the SAT Plan. Customer will provide all necessary or reasonably requested participation, cooperation, and access to facilitate such SAT. Ginkgo will notify Customer in writing if Ginkgo believes Customer has failed to provide such participation, cooperation, and access to facilitate such SAT within one (1) Business Day after Ginkgo believes such failure occurred. Following completion of the SAT in accordance with the SAT Plan, including any changes and improvements identified and addressed during the SAT process, Customer will sign a site acceptance certificate attesting that all specifications and requirements with respect to the System have been met in accordance with the requirements of this Agreement and the SAT Plan, in which case such System will be considered accepted by Customer hereunder. Customer’s failure to sign the site acceptance certificate within thirty (30) days after completion of the SAT or a delay in the SAT of more than sixty (60) days as a result of a Customer Caused Issue will be deemed to constitute Customer’s acceptance of such System. The earliest of the certificate date, the expiration of the thirty (30) day period, or the expiration of the sixty (60) day period shall be the “Acceptance Date”.
4. CUSTOMER RESPONSIBILITIES.
a) Customer will (i) at its expense, procure and deliver the Customer Provided Equipment at the Customer Site in accordance with the schedules and timelines set forth in the applicable Quote; (ii) ensure that, when delivered, the Customer Provided Equipment is in good working condition, with all necessary accessories, and chemically and biologically decontaminated; (iii) ensure that the Customer Site is safe, accessible, and prepared for delivery of the Ginkgo Provided Equipment, installation and continued operation of the System, and execution of the SAT Plan, including by ensuring that the Customer Site is equipped with sufficient space, power sources, cooling, air, gas, and internet connectivity to operate the System; (iv) use and operate the System solely for internal research purposes and in accordance with the applicable Documentation, and allow use of the Equipment solely by qualified and trained personnel in accordance with all applicable laws, regulations, and operation and safety standards; and (v) except as authorized in writing by Ginkgo, not attempt to repair, modify, disassemble or reverse engineer the Ginkgo Server or Ginkgo Provided Equipment. In addition, if Customer desires to resell or otherwise transfer any Ginkgo Custom Equipment, then Customer will provide Ginkgo with a right of first refusal as described in Section 4(e) to purchase the applicable Ginkgo Custom Equipment.
b) Ginkgo will have no responsibility or liability for any issue, failure, damage, loss or delay under this Agreement (including, without limitation, any failure to complete installation of the Equipment or the SAT in accordance with estimated timetables or the SAT in accordance with the SAT Plan) caused by Customer’s failure to comply with Section 4(a) above or arising from any defect, malfunction, damage, bug or error in any Customer Provided Equipment or any failure by Customer to comply with its obligations and meet its responsibilities under this Agreement (each, a “Customer Caused Issue”). Any applicable timelines or schedules set forth in the applicable Quote will automatically be extended for the period of delay caused by any Customer Caused Issue (without any corresponding extension or delay to any associated payment obligations, except as expressly provided under the applicable Quote).
c) Customer shall be solely responsible for obtaining, maintaining, and complying with all service contracts, warranties, and support agreements for any Ginkgo Third-Party Equipment and software or services utilized in connection with such Ginkgo Third-Party Equipment. Such service contracts shall be maintained in accordance with the terms and conditions specified by the respective third-party manufacturers or service providers.
d) If Customer desires to resell or transfer any Ginkgo Custom Equipment, Customer may seek offers from third parties (“Third Party Bidders”) with respect to the purchase of such equipment (a “Third Party Offer”). However, during the Term and for a period five (5) years thereafter (the “Restricted Period”), Customer shall not, directly or indirectly through an affiliate, enter into any agreement or consummate any transaction relating to the purchase of any Ginkgo Custom Equipment with any Third Party Bidder (a “Restricted Transaction”) except in compliance with these terms and conditions.
e) If Customer wishes to enter into or consummate a Restricted Transaction during the Restricted Period, Customer shall, before accepting any Third Party Offer, provide a written offer to Ginkgo to purchase the applicable Ginkgo Custom Equipment (the “Offer Notice”) on the same terms as the Third Party Offer (the “Material Terms”). Ginkgo may accept the Offer Notice by delivering to Customer, within thirty (30) days of its receipt of the Offer Notice (the “Exercise Period”), a notice of acceptance or a binding letter of intent containing the Material Terms, as well as any standard and customary conditions applicable to a transaction of this nature. Within sixty (60) days of Customer’s receipt of the notice of acceptance or the execution by both parties of the binding letter of intent, the parties shall consummate the transaction with a binding definitive purchase agreement reflecting the Material Terms or the binding letter of intent, as the case may be.
f) If, by the expiration of the Exercise Period, Ginkgo has not delivered to Customer a notice of acceptance or a binding letter of intent, or if Ginkgo sends Customer a written notice of rejection, then at any time following the expiration of the Exercise Period, Customer may consummate a Restricted Transaction with respect to the applicable Ginkgo Custom Equipment on terms that are materially the same or more favorable to Customer as the Material Terms. If such Restricted Transaction is not consummated within six (6) months from the expiration of the Exercise Period, these terms and conditions will again apply with respect to the applicable Ginkgo Custom Equipment.
g) The right of first refusal provided in Section 4(e) shall apply each time Customer desires to enter into a Restricted Transaction with respect to any Ginkgo Custom Equipment. Notwithstanding the foregoing, , Section 4(e) shall not apply in the event that Customer’s transfer of the Ginkgo Custom Equipment is to an acquirer in the case of (x) an acquisition of Customer by such acquirer by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation), (y) a sale of all or substantially all of Customer’s assets to such acquirer, or (z) a sale of a business line by Customer to such acquirer which business line uses such Ginkgo Custom Equipment.
5. Risk of Loss.
a) Title and risk of loss and damage to any Ginkgo Provided Equipment will remain with Ginkgo until delivery is tendered to the applicable Customer Site, at which point title and risk of loss and damage will transfer to Customer. Title to the Ginkgo Server will remain with Ginkgo at all times, and Ginkgo will be entitled to invoice Customer for any damage to or loss of the Ginkgo Server at the Customer Site caused by Customer’s or its agents’ negligence, intentional misconduct or breach of this Agreement.