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Terms and Conditions of Sale


The Terms and Conditions of Sale listed here constitute the entire agreement between SABiosciences Corporation ("SABiosciences") and the Customer with respect to the matters covered herein. Acceptance of the Customer's order is expressly limited to and conditional upon the incorporation of the terms set forth below. Orders submitted on Customer's purchase order or other documents that contain terms or conditions modifying, adding to, or inconsistent with these Terms or Conditions are unacceptable to SABiosciences, and are hereby rejected to the extent of such inconsistency or modification. If Customer accepts or uses the Products covered hereby, Customer shall be deemed to consent to accept and consent to these Terms and Conditions of Sale. If SABiosciences and Customer have heretofore entered into a formal written contract containing specific terms covering the sale of such products, the Terms and Conditions of such formal written contact shall govern. If these Terms and Conditions of Sale are not acceptable to the Customer, Customer must so notify SABiosciences immediately, in writing.

Cancellation/Changes
Cancellation/Changes Orders arising hereunder may be changed or amended only by written agreement signed by both SABiosciences and Customer. Customer may NOT cancel this order after it has been accepted by SABiosciences.

Delivery
Delivery terms shall be FOB SABiosciences shipping point, freight will be added to the invoice. Title and risk of loss shall pass to Customer upon delivery to the carrier. SABiosciences reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of Customer's obligations to accept remaining deliveries.

Inspection and Returns
Upon your receipt of goods shipped hereunder, you shall inspect the goods and notify our Customer Services Department of any claims for shortages, defects or damages. If you fail to so notify us within ten days after you receive the goods, the goods shall conclusively be deemed to conform to these Terms and Conditions and to have been irrevocably accepted by you. Authorization for all product returns must be approved by our Customer Services Department and a return authorization number given to you prior to the return of goods. Not all items will be authorized for return, due to temperature and packing requirements. Items authorized for return must arrive at our facilities in a state satisfactory for resale to be eligible for product credit. A restocking charge of 25% shall be charged on returns that are not the result of any error or fault of ours. Shipping charges will not be credited and additional shipping fees shall apply for delivery of replacement products. Goods may not be returned for credit more than 20 days after your receipt of the goods.

Credits and Refunds
At our discretion, we may issue a product credit or refund for the product value and shipping charges. No product credit shall be available for use if a past due balance is outstanding on the account. Any product credit not used within six months of the date of issue shall expire.

Payment
Unless otherwise specified, terms are net 30 days from date of invoice, in U.S. Dollars, and shall be payable as set forth in the applicable quote or price list issued by SABiosciences. All prices are subject to change without notice. Clerical and computer errors are subject to correction.

Customer's Permitted Uses and Restrictions on Such Use
All products delivered hereunder are solely for research use only. Customer is specifically not authorized to and is forbidden from reselling, transferring or distributing any Product either as a stand alone product or as a component of another product.

Taxes
Any tax, duty, or other fee of any nature whatsoever imposed by a government authority on or measured by the transaction between SABiosciences and Customer shall be paid by Customer in addition to the prices quoted or invoiced. In the event SABiosciences is required to pay any such charges, Customer shall reimburse SABiosciences. In lieu of such payment, Customer shall provide SABiosciences at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, duty, or fee.

Patent Disclaimer/Indemnity
SABiosciences does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any United States or other patents covering the use thereof in combination with other products or in the operation of any process. Additionally, Customer is required to indemnify SABiosciences from any legal action that may result from a custom order, or from Customer's use of a product manufactured by SABiosciences under this agreement.

Limited Warranty and Limitation of Liability
We warrant to you, our direct customer, that our goods shall conform substantially to the description of such goods as provided in our catalogues and literature accompanying the goods until their respective expiration dates or, if no expiration date is provided, for 6 months from the date of your receipt of such goods. THIS WARRANTY IS EXCLUSIVE, AND WE MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Our warranty shall not be effective if we determine, at our sole discretion, that you have altered or misused the goods or have failed to use or store them in accordance with instructions furnished by us. Our sole and exclusive liability and your exclusive remedy with respect to goods proved to our satisfaction (applying analytical methods reasonably selected by us) to be defective or nonconforming shall be the replacement of such goods free of charge, upon the return of such goods in accordance with our instructions, although at our discretion we may provide a credit or refund in accordance with Credits and Refunds Section above. IN NO EVENT SHALL WE BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. If we manufacture custom goods for you based on instructions, specifications, or other directions you provide to us, we shall not be liable for the lack of sufficiency, fitness for purpose or quality of the goods to the extent attributable to such instructions, specifications, or other directions. We shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond our reasonable control.

Technical Support
At Customer's request, SABiosciences may, at its own discretion, furnish technical support and information with respect to SABiosciences' products. It is expressly agreed that SABiosciences is under no obligation to provide such support or information. SABiosciences makes no warranties of any kind, express or implied, with respect to technical support or information provided by SABiosciences or SABiosciences' personnel. Any suggestions by SABiosciences regarding use, selection, application or suitability of the products shall not be construed as an express warranty unless specifically designated as such in writing signed by an officer or other authorized representative of SABiosciences.

Miscellaneous
SABiosciences' failure to strictly enforce any Term or Condition of this order or to exercise any right arising hereunder shall not constitute a waiver of SABiosciences' right to strictly enforce such Terms and Conditions or exercise such right thereafter. All right and remedies under this order are cumulative and are in addition to any other rights and remedies SABiosciences may have at law or in equity.

Force Majeure
SABiosciences shall not be liable for delay or failure to perform any of its obligations hereunder if performance was rendered impracticable by the occurrence of any condition beyond SABiosciences' reasonable control.

Governing Law
This agreement shall be governed by, construed under and interpreted in accordance with the laws of the state of Maryland. In the event that any provision contained herein shall be determined to be unenforceable, all other provisions shall remain in full force and effect and the affected provision shall be construed so as to be enforceable to the maximum extent permissible by applicable law.

Molecular Biology Applications Only
All products from SABiosciences –‘The Products’- are intended for molecular biology applications. The Products are not intended for the diagnosis, prevention, or treatment of a disease.