Standard Terms and Conditions of
Sale of Products

These Terms and Conditions for Sales of Products constitute a binding legal agreement between Ultivue, Inc. (“Ultivue”) and the customer or authored distributor (“Purchaser”) refers to either the customer and/or authorized distributor) unless alternative terms are set forth in a signed written agreement between Ultivue and the Purchaser.

1. Payment. Net amount of invoice is due within 30 days of invoice date unless the invoice states otherwise. Past due invoices are subject to interest charges of 1.5% per month or the maximum allowed by law, whichever is less. Ultivue may require payment in advance if justified in Ultivue’s opinion by Purchaser’s financial condition or payment history.
   
2. Shipment. Unless specified by Purchaser, Ultivue will select a carrier of its choice. Purchaser will be responsible for costs of transportation, shipping and handling, and applicable importation fees. Shipments are insured at Purchaser’s expense and made at Purchaser’s risk. Ultivue may make partial shipments. Shipment dates are estimates only.
   
3. Taxes. All taxes will be added to product price and will be paid by Purchaser, unless Purchaser provides Ultivue with a valid tax exemption certificate.
   
4. Delays. Ultivue will not be liable for loss or damage of any kind resulting from delay or failure in fulfilling orders, if such delay or failure is directly or indirectly caused by factors beyond Ultivue’s reasonable control. If a delay or failure continues for more than 30 days and will result in a material hardship to the Purchaser or Ultivue, Ultivue will consult with the Purchaser concerning reasonable requirements of both parties, and each party will have the right to cancel an order without liability to the other party.
   
5. Limited Warranties and Remedies. Ultivue warrants that products are free from defects in material and manufacture. Should any product prove defective, Purchaser must notify Ultivue promptly, no later than sixty (60) days from the date of the delivery, stating full particulars in support of Purchaser’s claim. Ultivue will replace defective products or components, or apply an appropriate credit, upon Ultivue’s investigation as may be necessary under the circumstances. The foregoing is Ultivue’s sole obligation, and Purchaser’s sole remedy, in the event of a claimed defect. UNDER NO CIRCUMSTANCES SHALL ULTIVUE BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES, LOSSES, OR EXPENSES IN CONNECTION WITH THE USE OF OR INABILITY TO USE PRODUCTS FOR ANY PURPOSE; NOR SHALL ULTIVUE’S LIABILITY IN ANY EVENT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCTS INVOLVED. The advice of Ultivue’s technical staff may be made available to Purchaser; however, because Ultivue does not control or supervise use of products after sale, Ultivue does not warrant or guarantee such advice. NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, IS MADE EXCEPT AS SET FORTH HEREIN, AND ULTIVUE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.
   
6. Cancellation and Changes. Except as otherwise expressly provided in Section 4, above, an order once placed and accepted by Ultivue’s confirmation is non-cancellable, unless Ultivue consents to such cancellation in writing and Purchaser pays any applicable cancellation charges. Cancellation charges for U-VUE® and FlexVUE™ product cancellations that occur two or more business days after Ultivue’s order confirmation will be 20% of the total U-VUE® and FlexVUE™ product price listed on the purchase order. For clarity, an order for a U-VUE® or FlexVUE™ product once placed and accepted by Ultivue’s confirmation is not changeable without Ultivue’s consent; a change is considered to be a cancellation.
   
7. Research Use Only. Purchaser acknowledges that products are for research use only; not for diagnostic use. Products have not been subjected to regulatory review or cleared by the United States Food and Drug Administration (“FDA”). Purchaser agrees not to use any product: (a) in any manner requiring FDA or other regulatory approval or registration, such as uses in diagnostic or therapeutic procedures; (b) for manufacturing; or (c) for quality control related to (a) or (b).
   
8. Restrictions on Export. Purchaser acknowledges and agrees that Ultivue products and related information may be subject to restrictions and controls imposed by the United States Export Administration Act and regulations thereunder. Purchaser warrants that it will not export or re-export products or related information into any country in violation of such controls or other laws, rules or regulations of any country, state or jurisdiction.
   
9. Proper Use. Purchaser agrees (a) not to use any product for a purpose other than its intended use; (b) to store products according to Ultivue storage requirements; (c) to use products only as specified in the applicable written instructions provided by Ultivue; and (d) to use products only for Purchaser’s internal research use or for providing research services to third parties, and not for resale or commercial distribution. If Purchaser fails to comply with any of these term and conditions, Ultivue will be released from its performance and liability obligations to Purchaser and Purchaser will pay all costs or damages, including legal fees, incurred by Ultivue, caused by such failure to comply.
   
10. No Reverse Engineering. Purchaser agrees not to, nor allow any third party to, reverse engineer or otherwise attempt to discover the identity of a composition, nucleic acid sequence, or other component of a product.
    
11. Governing Law. These terms and conditions shall be governed and construed under the laws of the Commonwealth of Massachusetts without reference to principles of conflicts of law. Any action concerning this sale must be filed in the federal or state courts of Massachusetts and each party submits to the exclusive jurisdiction of these courts.