1. CONTRACT TERMS: These are the contract terms and conditions (“Terms”) under which we sell our products and services to you. These Terms, together with our quotation (if any) create the contract (“Contract”) between us for the purchase and sale of products and services.  The Contract between us is created when we accept your order, either by sending a written confirmation, or by shipping the product or otherwise initiating action to provide what you have ordered. The Contract is between you and Haematologic Technologies, LLC, a Delaware limited liability company, doing business as Prolytix, located at 57 River Road #1021, Essex Junction, VT, USA 05452 (“Prolytix”). If any conditions within the Contract documents conflict with each other, we will give them the following priority: the Master Services Agreement (if any), quotation (if any), and finally these Terms.
2. BUY AND HOLD:  All sales of manufactured materials are subject to Bill-and hold arrangement.  A Bill-and hold arrangement will apply when the product is ready for shipment to the customer, and Prolytix contacts the customer to take delivery, but the customer requests Prolytix to hold the custom inventory until a later date as the customer is unable to take delivery when contacted by Prolytix.  For example, if the customer requests delay in delivery because it lacks the physical space to store the goods, or if goods previously ordered are not yet needed due to the customer’s production schedule. Prolytix will segregate the inventory as this inventory is specific to the customer and not for sale elsewhere.
3. OUT OF SCOPE CHARGES:  The following items are considered outside the scope of our standard quotation unless itemized in this Proposal and will be charged to Customer at PROLYTIX’s then-prevailing hourly rate:(a)Communications with third parties,(b)Modifications to experimental design or product specifications after acceptance of this Quotation, (c)Modifications to the reporting format or additional copies of the report/COA.(d)Receipt or work outside of normal business hours,(e)LIR or OOS testing solely based on the test articles characteristics (applicable only to cGMP projects).
4. CANCELLATION:  In the event that COMPANY terminates this statement of Work prior to completion, COMPANY will be responsible for paying SERVICE PROVIDER an amount equal to the SERVICE PROVIDERs estimate of the percentage completion of the Statement of Work, multiplied by the total price of the Statement of Work.
5. PRICE:  The price for products and services is shown in our quotation to you. If we do not provide you with a quotation, the price will be the list price that applies to your country on the date we receive your order. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. You are also responsible for delivery and handling charges, if any. We will also add these charges to your invoice.  The charges include preparation of the shipment materials, gel packs and dry ice as needed.  Courier expenses will be invoiced to Client as a pass-through expense plus 15%.  Overseas shipments will incur additional shipping charges.
6. SEVERABILITY:  If any part of this agreement is found to be invalid it shall be enforced to the fullest extent permitted under applicable law and shall not affect the remaining provisions hereof, which shall remain valid and enforceable in all respects.
7. WAIVER:  Neither the failure nor any delay on the part of any party to exercise any right, power, remedy, or privilege (“Right”) under this agreement shall operate as a waiver thereof.  No single or partial exercise of any Right shall preclude any other or further exercise of the same or of any other Right, nor shall any waiver of any Right with respect to any occurrence be construed as a waiver of such Right with respect to any other occurrence.  Any waiver or modification to this agreement must be in writing and signed by both parties to this agreement.
8. FORCE MAJUERE:  PROLYTIX will be excused from performance of the Work if delayed or prevented by any cause beyond PROLYTIX’s reasonable control, including but not limited to fire, explosion, earthquake, disease, weather, war, sabotage, terrorism, government regulation, law, or other action, accidents, or other acts of God.  Performance shall be excused to the extent of enduring the reasonable continuance of such cause.  Any deadline or other performance that falls due during or after the occurrence of such cause shall be automatically extended for a period equal to the period of such cause.  PROLYTIX will notify Customer promptly if, because of such a cause, PROLYTIX is unable to meet any agreed deadline or performance. 
9. REMEDIES:  The Customer’s sole remedy for any failure of PROLYTIX to perform the Work as agreed will be for PROLYTIX to repair or replace the portion of the Work necessary to bring it into compliance, or at the option of PROLYTIX, to terminate this agreement and refund the amount paid by Customer to PROLYTIX for its performance of such Work to the date of termination.  PROLYTIX will not be liable for any loss, damage, or expense resulting from any claim arising out of or relating to Customer’s use or marketing of any compounds or materials involved in the Work.  In no event will PROLYTIX be liable for: (i) any lost profits or other indirect, consequential, special, or punitive loss, damage, or expense, or (ii) any amount more than the net amount paid by Customer to PROLYTIX for its performance of the Work hereunder within the six months preceding the date of the claim, in all cases regardless of the cause or form of action, whether contract, tort, or otherwise.
10. PRODUCT USE AND RESTRICTIONS: Unless we expressly state otherwise in Supplementary Terms, all products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. You must use our products in accordance with our instructions.  Unless we state otherwise in Supplementary Terms, we do not submit our products for regulatory review by any government body or other organization, and we do not validate them for therapeutic or diagnostic use, for safety and effectiveness, or for any other specific use or application, UNLESSE EXPLICITELY STATED IN A FULLY EXECUTED STATEMENT OF WORK. You are solely responsible for making sure that the way you use our products complies with applicable laws, regulations, and governmental policies. You must obtain all necessary approvals and permissions you may need. It is solely your responsibility to make sure the products are suitable for your particular use.
11. CUSTOM PRODUCTS:  When you ask us to manufacture a custom product, for example Prolytix- Custom Collection Device (CCD) intended to preserve an analyte identified by you, or other product with non-off-the-shelf elements, we may decline the design or manufacture of such custom product, at any stage of the design or manufacture process, if the custom product is unsuitable or commercially impractical to be synthesized in that way. If that is the case, we will notify you as soon as possible and you will not be obligated to pay any fees for any expenses incurred by us in connection with a declined product. By submitting an order for a custom product, you represent and agree that (a) you have provided us with all information that you are aware of regarding any biological, radiological, and chemical hazards associated with the handling, transport, exposure, or other usage of the materials you supply to us; and (b) you have the right to cause the product of substance to be synthesize, that you requested us to manufacture to be manufactured. 
12. THIRD PARTY PRODUCTS: We do not support or make any warranties about products manufactured by third parties you purchased through one of our sales channels. When you buy a third-party product, we will let you know that this purchase is governed by the third-party’s own contract terms. You must look directly to the relevant third-party manufacturer for product support, warranties, and to make warranty claims.
13. INDEMNIFICATION:  Customer will defend, indemnify, and hold PROLYTIX and its affiliates, employees, and representatives harmless from and against any claim, liability, or expense (including attorneys’ fees) arising directly or indirectly from Customer’s association with PROLYTIX or from PROLYTIX’s performance of the  Work  unless  and  until  it  shall  have  been  established  that  such  claim,  liability, or expense resulted from PROLYTIX’s gross negligence or willful acts.  This includes, without limitation, any claim, liability, or expense arising from Customer’s use or marketing of any compound or substance synthesized, formulated, or studied by PROLYTIX. Customer will defend, indemnify, hold PROLYTIX harmless from and against any claim, liability, and expense and any illness, injury, or death to PROLYTIX personnel or subcontractors resulting from working with Customer’s compounds to the extent the same are not caused by their failure to follow safety procedures prescribed by the Customer and communicated in writing by Customer to PROLYTIX.
14. DISPUTES RESOLUTION/MEDIATION:  Both Parties understand and appreciate that their long-term mutual interests will be best served by affecting a rapid and fair resolution of any claims or disputes which may arise out of services performed under this Agreement or from any dispute concerning Agreement terms.  Therefore, both Parties agree to use their best efforts to resolve all such disputes as rapidly as possible on a fair and equitable basis.    Toward this end, both Parties agree to develop and follow a process for presenting, rapidly assessing, and settling claims on a fair and equitable basis.  In the event the foregoing process does not affect a resolution of the dispute arising out of or in connection with this agreement, the parties agree to submit the matter to settlement proceedings under the ICC ADR (“Rules”).  If the dispute has not been settled pursuant to said Rules within forty-five (45) days following the filing of a Request for ADR or within such other period as the parties may agree in writing, the parties shall have no further obligations under this paragraph.
15. NO ASSIGNMENT OR THIRD-PARTY BENEFICIARIES:    This agreement is personal between PROLYTIX and Customer, and no third party shall have any rights hereunder or any claim based on PROLYTIX’s performance.  Customer shall indemnify PROLYTIX from and against any such claim.  However, PROLYTIX may subcontract portions of the Work in its discretion.
16. DELIVERY AND RISK OF LOSS:  With respect to Work that involves product or material, except as expressly stated in the Quotation, Customer will accept delivery of the product F.O.B. PROLYTIX’s shipping dock in Essex Junction, Vermont, and assumes all risk of loss or damage following pick-up by Customer or a carrier designated by Customer or PROLYTIX if Customer fails to specify a manner of shipment.  Products are delivered when we ship them from the commercial carrier. At this point you become responsible for risk of loss and damage. If any product is lost or damaged while it is being transported, we will try to help you deal with the issue with the carrier.  We do not clear products for import into your country. Doing so is your responsibility. Title to products will pass to you upon our delivery of the products to the carrier.  DELIVERY DATES AND TIMES ARE ESTIMATES ONLY AND WE WILL NOT BE LIABLE (IN CONTRACT, DELICT, TORT OR OTHERWISE) FOR ANY LOSSES, EXPENSES, CLAIMS OR DAMAGES CAUSED BY A LATE DELIVERY.
17. EXPORT CONTROL:  Products and information that you receive from us are subject to United States, European Union and local export-control laws and regulations. You 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 our products or information) to any destination, entity, or person prohibited by United States, European Union or local laws or regulations.
18. INSPECTION:  We want you to receive our products in good condition.  You can return products that are damaged or defective on delivery, or correct any shortages, if you contact Support within 5 days from the day you receive the products.  When you contact Support, we will give you instructions on returning the products and on replacements. If you do not contact us within this five-day period, the products will be deemed accepted, but you will not lose any warranty rights. Authorization for all product returns must be approved by Support and a return authorization number given to you prior to the return of goods. Not all items will be authorized for return. 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% or $25 (whichever is greater) shall be charged on returns that are not the result of any error or fault of ours. Shipping charges will not be credited. Goods may not be returned for credit after 20 days after your receipt of the goods. Custom products that we make in accordance with your specifications can only be returned if the custom products do not conform to the given specifications. In that case, we will, in our sole discretion, either replace the custom products or issue a refund to you equivalent to the price you paid for the custom products.
19. INTELLECTUAL PROPERTY:  You acknowledge that all intellectual property rights relating to our products and services, as between you and us, are solely and exclusively owned by us. Unless otherwise provided in an applicable and Supplementary Terms, our sale of products to you only grants you a limited, non-transferable right under such intellectual property, for only you to use the quantity of the products that you have bought from us only for your internal research purposes. No right to resell our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless we expressly state otherwise in Supplementary Terms, we provide no rights to use our products in commercial applications of any kind, including, without limitation, manufacturing, quality control or commercial services such as reporting the results of your activities for a fee or other form of consideration. If you need commercial use rights to our products (including the right to perform fee-for-services), please contact our sales department at info@goprolytix.com. To the extent that your use of our product is outside the scope of the Contract, it is solely your responsibility to acquire additional intellectual property rights related to such use “(Additional Rights”). Nothing in the Contract limits our ability to enforce our intellectual property rights. In relation to processes, methods or related synthesis of a custom product, or otherwise in connection with the design or manufacture of  a  custom product, 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 us, or jointly by us and you,  will be and will remain our sole and exclusive intellectual property, and you transfer and assign all of your right, title and interest in and to any such joint intellectual property to us and will assist us, at our request and at our expense, in securing and recording our rights in such intellectual property.
20. CHOICE OF LAW:  Any contract, agreement, or other arrangements between PROLYTIX and Customer to which these terms and conditions apply shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principals.
21. CHOICE OF FORUM:  Any legal action arising out of this agreement or other arrangements between PROLYTIX and Customer to which these terms and conditions apply shall be brought in the courts located in Delaware, and the parties hereby agree to submit to the jurisdiction and venue of such courts.
22. MERGER:    Except  the  event  of  a  Master  Services  Agreement,  this  agreement  supersedes  and  replaces  any  and  all  prior  purchase  orders,  work orders,  and  similar  documents  and  represents  the  complete  and  fully  integrated  agreement  regarding  the  provision  of  the  Work by  PROLYTIX  for Customer, no other written or verbal agreements or understandings for the provision of the Work exist between PROLYTIX and Customer, and, as set forth  above,  this  agreement  may  only  be  accepted  upon  the  terms  set  forth  herein  unless  a  written  instrument  is  signed  by  an authorized representative of PROLYTIX and delivered by PROLYTIX to Customer.
23. EXPRESS WARRANTY:  With respect to Work that involves product or materials, PROLYTIX agrees that the purity listed in the COA (if applicable) meets specification. 
24. NO IMPLIED WARRANTIES:    Except as expressly set forth in the Quotation, PROLYTIX DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
25. MISCELLANEOUS:  We will not be responsible or liable for failing to perform our obligations under the Contract to the extent caused by circumstances beyond our reasonable control. In certain situations, we may use our reasonable judgment and apportion products then available for delivery fairly among our customers.  Our failure to exercise any rights under the Contract is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. No person other than you or us will have any rights under the Contract. Headings are for convenience only and shall not be used in the interpretation of these Terms.
26. PAYMENT TERMS:  Net 30 days upon receipt of invoice. This Quotation, even if it is signed by a sales representative of PROLYTIX, is an estimate only and shall not be deemed to constitute or give rise to a legally binding offer or contract unless and until it is countersigned by a Corporate Officer of PROLYTIX, at which point it will become enforceable in accordance with its terms.
27. ENTIRE CONTRACT:  The Contract represents the entire agreement between you and us regarding the products and services we provide to you under it and supersedes and replaces any previous agreements between us (whether written or oral). Any of your additional or different terms and conditions that you may provide to us, are material alternations and we reject them. Our offer to sell products and perform services is expressly limited to the terms of the Contract. If you submit a purchase order, or other document for the purchase of products or services, whether or not in response to a quotation, you are deemed to have accepted and agree to the Contract, to the exclusion of (a) any other terms and conditions appearing in or referenced in your purchase order or other documents you give to us, and (b) any previous course of dealing, course of performance, trade usage or co-existent agreement. The Contract cannot be amended or modified unless you and we agree in writing.  We reserve the right to change these Terms at any time. Any changes made to these Terms will not apply to the Contract between us for any order we receive before the changes are made. The most recent revision date can be found at the end of these Terms.
28. NOTICES:  All notices in connection with this agreement shall be in writing and delivered to the last known address of a party.
29. TERMS AND CONDITIONS DOCUMENT REVISION DATE: 02MAR2022