Assaypro Terms and Conditions

1. Agreement:

These are the Standard Terms and Conditions (“Terms”) under which Assaypro sells their products and services (each a “Product” and collectively, the “Products”). A party purchasing Products (“Purchaser”) will be subject to these Terms regardless of what method is used to submit its offer to purchase Products (“Order”).

Assaypro’s Products may be subject to intellectual property licenses or other contract terms that Purchaser will not find here (“Supplementary Terms”). If such Supplementary Terms exist for the Products being purchased, they will be found in a written agreement that accompanies or is associated with the Products. If Purchaser is uncertain if any Supplementary Terms exist for Products, Purchaser should contact Assaypro’s Customer Service. The Order, these Terms, and Supplementary Terms (if any) are sometimes collectively and individually referred to herein as the Agreement (“Agreement”).

Assaypro’s acceptance of any Order by Purchaser is expressly conditioned on Purchaser’s agreement to these Terms. Assaypro will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by Purchaser in any order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Assaypro specifically agrees to such provision in a written instrument signed by Assaypro.

2. Purchase and Sale:

Assaypro shall sell to Purchaser, and Purchaser shall accept and pay for, all Products ordered by Purchaser pursuant to an Order that has been accepted by Assaypro. All Orders are subject to acceptance by Assaypro either in writing or by shipping Products. Assaypro may accept any Order in whole or in part.

3. Transfer and Resale:

Resale or transfer of products by the Purchaser for Commercial Purposes (as defined in 4.b) is exclusive to those explicitly authorized by Assyapro.

In the absence of an express written agreement to the contrary, (a) the purchase of a Product only conveys the nontransferable right to use the purchased Product in compliance with these Terms and any applicable Supplementary Terms; and (b) all Products are sold by Assaypro for the exclusive use of the Purchaser, and Purchaser has no right to resell, transfer, or convey to any other party, in whole or in part, any Products purchased hereunder.

Without limiting the foregoing, Purchaser may transfer information or materials made through the use of a Product to a scientific collaborator, provided that such transfer is not for Commercial Purposes (as defined in 4.b), and that such collaborator agrees in writing (i) not to transfer such information or materials to any third party, and (ii) to use such transferred information or materials solely for research and not for Commercial Purposes.

4. Product Use and Restrictions:

a. Unless otherwise expressly stated in writing by Assaypro, all Products are intended for “Research Use Only” (RUO), and not for human or animal therapeutic or diagnostic use.

b. Unless otherwise expressly stated in writing by Assaypro, Purchaser may not use Products for Commercial Purposes. “Commercial Purposes” means any activity by a party for consideration and may include, but is not limited to resale of the Products or their components, whether or not such Products or their components are resold for use in research.

c. Products are to be used only in accordance with instructions accompanying delivery of the Product. Products are not submitted for regulatory review or validated for clinical, therapeutic or diagnostic use, safety and effectiveness, or any other specific use or application unless expressly stated in writing by Assaypro or labeled as such.

d. Purchaser is solely responsible for complying with all applicable laws, regulations and governmental policies when using Assaypro Products. Purchaser is solely responsible for obtaining all necessary approvals, permissions and/or licenses or intellectual property rights from applicable third parties as may be required for Purchaser’s research and any other intended uses. It is solely Purchaser’s responsibility to make sure the Products are suitable for Purchaser’s particular use.

e. As a material condition to Assaypro providing its Products to Purchaser, Purchaser agrees that it shall not, directly or indirectly, attempt to reverse engineer, disassemble, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, processes, make-up, or production of any Product or any portion thereof.

5. Export Controls and Related Regulations:

Products and information that Purchaser receives from Assaypro are subject to United States export control laws and regulations. Purchaser may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such Product or information (including products derived from or based on Products or information received from Assaypro) to any destination, entity, or person prohibited by United States laws or regulations.

Purchaser represents and warrants that it is not designated on, or associated with any party designated on, any of the United States government restricted parties lists, including without limitation, the United States Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the United States Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the United States State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List.

Purchaser shall comply with all applicable United States economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.

Assaypro may terminate this Agreement and discontinue any ongoing supply to or business with Purchaser immediately, without notice and without liability, upon Assaypro becoming aware that Purchaser, or any party associated with Purchaser, is named on any restricted party list.

6. Safety & Handling Disclaimer:

Purchaser assumes all risk for the storage, handling, and disposal of hazardous materials.

7. Order Confirmation and Shipment:

Written confirmation of a telephone, fax, e-mail, electronic, or internet Order is not required; however, confirmation is typically provided by Assaypro via email. If there are concerns regarding confirmation and/or duplication of orders, Purchaser should contact Assaypro’s Customer Service.

Assaypro will pack the Products for shipment in a commercially reasonable manner and in accordance with the Product Datasheet. Assaypro will select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed to be an agent of Assaypro. Purchaser shall pay or reimburse Assaypro for all transportation, freight, insurance, loading, packaging and handling charges, taxes, duties, fees, storage and all other charges applicable to the Products.

All shipments are subject to availability, and Assaypro may ship in installments. Assaypro will use commercially reasonable efforts to complete shipments as indicated in the Order, but Purchaser hereby acknowledges that shipment schedules are approximate and agrees that Assaypro shall not be liable for any damages or penalties for delay in delivery or for failure to give notice of delay for any reason.

8. Price:

Purchaser shall pay the prices specified in the applicable Order or, if no price is specified in the Order, the price set forth in Assaypro’s standard price list in effect on the date that Assaypro accepts the Order. All prices are subject to change without notice. Purchaser shall be responsible for all delivery and handling charges, taxes and other amounts payable to governmental authorities in connection with applicable transactions. These charges will be added to Purchaser’s invoice.

9. Tax:

Sales tax will be added when shipping to jurisdictions where Assaypro is responsible for collecting sales tax unless the receiving party has exempt information on file with Assaypro. Purchaser shall be solely responsible for any applicable sales, use or similar tax and agrees to indemnify Assaypro for any such tax if not properly paid by Purchaser. Purchaser is responsible to confirm that its account is set up properly and that any applicable exemption documents are provided. Purchaser should contact Assaypro to correct or update its account information and should note any updates to this effect on applicable orders.

10. Payment:

Payment terms are net 30 days from the date of invoice and in the currency specified on the invoice. Purchaser will only be charged for Products shipped. Products placed on back order will be charged when shipped. Any claim or counterclaim or set-off by Purchaser shall not justify Purchaser withholding payment unless otherwise agreed in writing by Assaypro.

If Purchaser is late in making payment, Assaypro may, without affecting any other rights or remedies, suspend production, shipment and/or deliveries, cancel Orders, reject future orders, and/or charge a late payment fee, from the due date until paid, at the rate of one and a half percent (1%) per month (12% per year) or such lesser amount as is the maximum rate of interest allowed by law. Purchaser shall pay any and all reasonable costs, including attorneys’ fees, incurred by Assaypro in collecting any delinquent balance.

11. Inspection and Returns:

a. Purchaser may request to return Products that are damaged or defective upon delivery, but Purchaser must contact Assaypro’s Customer Service within 10 business days from the day Purchaser received the Products to request a return authorization (“Return Authorization”). Assaypro will not accept returns, and no credit will be issued, without a Return Authorization. Products must be returned within thirty (30) calendar days of receiving a Return Authorization and must be in their original containers with the original labels. Upon receipt of Products that have a Return Authorization, a credit for the original purchase price less the Returned Products Charge, if applicable, will be issued.

b. Non-delivery must be reported to Assaypro within fourteen (14) calendar days of the date of the invoice. Purchaser must report receipt of incorrect Products to Assaypro within ten (10) business days from the day Purchaser received the Products. If an error by Assaypro results in non-delivery or shipment of incorrect Products, Assaypro will, at its sole option, either ship, at no charge, the correct Products per Purchaser’s Order or credit Purchaser’s account for the original purchase price of the Products that were not shipped or were shipped in error, plus shipping charges.

c. If an error by Purchaser results in the shipment of incorrect Products and is reported to Assaypro within ten (10) business days from the day Purchaser received the Products, Purchaser may request a Return Authorization. Where Assaypro determines that the Product cannot be shipped back safely, Assaypro may, at its option, refuse to issue a Return Authorization or to issue any credit. Products must be returned within thirty (30) calendar days of receiving a Return Authorization and must be in their original containers with the original labels and unaltered in form and content. Upon Assaypro’s receipt of such Products, Purchaser will receive a credit for the original purchase price, less applicable Returned Products Charges.

d. Notwithstanding the foregoing, (i) custom Orders are ineligible for cancellation or return; (ii) claims for loss or damage of Products which Assaypro determines occurred in transit must be made to the carrier and not to Assaypro; and (iii) discrepancies with items ordered through a Assaypro distributor must be handled with the distributor.

12. Privacy of Customer Data:

Assaypro maintains the privacy of its customers’ information in compliance with relevant law and in accordance with its Privacy Policy, as posted on its website and amended from time to time.

13. Limited Warranty:

Unless a different written warranty is included with Product inserts accompanying Products, Assaypro warrants to the original Purchaser as follows with respect to each type of Product:

a. The supplied products are warranted to meet our published specifications when used under normal laboratory conditions. If any product fails to perform as warranted, upon investigations, Assaypro shall replace it, free of charge, or credit the purchased price. All obligations or liabilities of Asaaypro for damages arising out of or in connection with the production, use or performance of its services or products, except as provided herein, are fully disclaimed and excluded.

b. The warranties provided above will not apply to any Product if: (i) Assaypro determines that a problem is caused by accident, abuse, misuse, negligence, misapplication, fire, earthquake, flood, other force majeure event, failure of electrical power, the use of unauthorized parts or reagents, or unauthorized repairs or modifications; (ii) Assaypro determines that a problem is caused during or as a result of shipment or relocation; (iii) Assaypro’s serial number has been removed or defaced from the Product; or (iv) a problem arises from or is based on Assaypro’s compliance with Purchaser’s specifications.

c. The warranty period for the repaired or replaced Product will not exceed the expected expiration for the defective Product. For any breach of the warranties, Purchaser must notify Assaypro of the claim during the applicable warranty period. If Assaypro determines that the Product is defective and is covered by the warranty, Assaypro’s sole and exclusive liability to Purchaser and Purchaser’s sole and exclusive remedy for warranty claims hereunder will be, at Assaypro’s own expense and option, repair or replacement of the non-conforming Product.

d. THE ABOVE WARRANTIES ARE EXCLUSIVE, AND ASSAYPRO MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF SUITABILITY, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

e. Any descriptions of the Products and any samples, Product inserts, online Product descriptions, and published catalogs, or similar material used in connection with the sale of Products are for the sole purpose of identifying the Products and are not to be construed as an express warranty that the Products will conform to such description. Any technical assistance provided by Assaypro is advisory only.

14. Limitations on Remedies:

IN NO EVENT SHALL ASSAYPRO BE LIABLE TO PURCHASER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, OR LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT ASSAYPRO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND/OR ANY OTHER AGREEMENT BETWEEN ASSAYPRO AND PURCHASER FOR THE PURCHASE OF THE PRODUCTS, ASSAYPRO’S TOTAL LIABILITY TO PURCHASER ARISING FROM OR IN RELATION TO THESE TERMS, AN AGREEMENT BETWEEN THE PARTIES OR THE PRODUCTS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY PURCHASER TO ASSAYPRO FOR THE APPLICABLE PRODUCTS. IN NO EVENT WILL ASSAYPRO BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.

15. Indemnification:

Purchaser shall hold harmless, indemnify and defend (at Assaypro’s request) Assaypro for any and all damages, liabilities, costs and expenses (including any costs of litigation, including but not limited to, attorneys’ fees and any other costs and expenses), fines, or losses in connection with any threatened or actual claims, actions, demands, investigations, or suits, including, but not limited to, claims or suits by third parties, arising out of any of the following:

a. Purchaser’s negligent or willful acts, or those of its employees and/or agents,

b. such Products being repaired or altered by persons other than Assaypro (unless expressly authorized in writing by Assaypro),

c. in the event that Purchaser modifies, or combines with any non-Assaypro goods or products,

any of the Products purchased from Assaypro, and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party,

d. from Products produced by Assaypro according to Purchaser’s specifications,

e. any violations of export control laws by Purchaser, or

f. Purchaser’s breach of any provision in these Terms. At Assaypro’s option, Assaypro will be entitled to retain separate counsel and all reasonable expenses and costs of such counsel shall be paid by Purchaser.

16. Confidentiality and Intellectual Property:

a. “Confidential Information” means any of Assaypro’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by Assaypro to Purchaser and labeled or marked as confidential, proprietary or its equivalent, or oral or visual information that is designated confidential, proprietary or its equivalent at the time of its disclosure. All Confidential Information shall be the exclusive property of Assaypro, and Assaypro retains all of its rights, title and interests. Purchaser agrees to use Confidential Information for the exclusive purpose of performing this Agreement. Purchaser shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Assaypro, Purchaser shall return all Confidential Information to Assaypro.

b. Purchaser acknowledges that all intellectual property rights relating to Products, as between Purchaser and Assaypro, are solely and exclusively owned by Assaypro. Assaypro’s sale of Products to Purchaser only grants Purchaser a limited, non-transferable right, for Purchaser to use the quantity of Products bought from Assaypro in accordance with this Agreement. The act of Assaypro selling Products to Purchaser does not grant Purchaser a license to Assaypro’s intellectual property, or grant Purchaser the right to make or have made any Product or any portion thereof. The onus rests with the Purchaser to secure any required “freedom to operate” rights for other intended applications.

c. Any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by or for Assaypro, or jointly by Assaypro and Purchaser, will be and will remain Assaypro’s sole and exclusive intellectual property, and Purchaser shall transfer and assign, and hereby does assign, all of its rights, title and interests in and to any such joint intellectual property to Assaypro and assist Assaypro, at Assaypro’s request and expense, in securing and recording Assaypro’s rights in such intellectual property.

17. Force Majeure:

Assaypro shall not be liable for any failure to perform this Agreement when such failure is due to circumstances beyond its control. Circumstances beyond the control of Assaypro include, but are not limited to, acts of God, governmental action, accidents, labor trouble, and inability to obtain materials, equipment or transportation.

18. Waiver:

No oral statements, recommendations or assistance given by a representative and/or distributor of Assaypro to Purchaser or its representatives in connection with the use of the Products will constitute a waiver by Assaypro of any of the provisions hereof, or affect Assaypro’s liability herein. Assaypro’s failure to exercise any rights under this Agreement is not a waiver of it rights to damages for Purchaser’s breach of contract and is not a waiver of any subsequent breach.

19. Governing Law/Disputes:

Purchaser hereby agrees that the sole and exclusive jurisdiction and venue for any dispute with Assaypro, or in any way relating to these Terms or to Products purchased from Assaypro, is in the state and federal courts in the State of Missouri. All disputes with Assaypro shall be governed by the laws of the State of Missouri, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any other written agreement with Assaypro unless expressly stated otherwise. Purchaser further agrees and consents to the exercise of personal jurisdiction in these courts in connection with any dispute involving Assaypro or its affiliates, employees, officers, directors, agents and providers. Any cause of action brought by Purchaser arising out of or relating to this Agreement or to Products purchased from Assaypro, must be brought within one year after such cause of action arose. Actions not commenced by Purchaser within one year are permanently barred. All notices to be given under this Agreement shall be in writing and shall be served on Assaypro at 3400 Harry S Truman Blvd St. Charles, MO 63301, or shall be served on Purchaser at any address to which Assaypro is directed to ship Products, or any other address as Purchaser may, from time to time, designate by giving written notice to Assaypro in accordance with this Section. This paragraph survives expiration or termination of this Agreement.

20. Miscellaneous:

All provisions set forth herein regarding warranty, confidential information, indemnification, liability and limits thereon, and any other provisions that survive by their terms will survive any termination or expiration of this Agreement and any other written instrument delivered in connection herewith pursuant to the terms of such sections. In the event that any provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision will be deemed stricken from these Terms but such illegality, invalidity or unenforceability will not invalidate any of the other provisions of these Terms. Purchaser may not assign, including by operation of law, its obligations hereunder without Assaypro’s written consent.