Standard Terms and Conditions of Sale

These Terms and Conditions of Sale ("Terms and Conditions") shall apply to all Purchase Orders, placed by the Buyer with MILECELL BIOTECHNOLOGY INC. ("Supplier"). Buyer's placement of a Purchase Order with Supplier constitutes Buyer's acceptance of the Terms and Conditions stated herein unless otherwise agreed to in writing by Supplier.

1. Scope

This Price Quotation issued by Supplier to Buyer is for the sale of products or related services for research-use-only (RUO) unless otherwise indicated in the quotation or product use documents.

2. Pricing

All prices are in USD unless otherwise stated and are valid for the period indicated on the quotation. Prices are subject to change without notice prior to order acceptance. Prices do not include shipping, insurance, taxes, duties, or customs fees unless explicitly stated.

3. Delivery Terms

All deliveries are FOB (Free on Board) – Incoterms® 2020 – Supplier's facility, unless otherwise stated in writing. Buyer pays the fees related to shipping costs, insurance, taxes, duties, or customs fees etc. The risk of loss or damage of the Products supplied hereunder shall pass to Buyer upon their delivery to the international logistics carrier.

4. Shipment and Handling

Biological materials typically require special packaging, dry ice, liquid nitrogen, or expedited shipment. All shipping costs, special handling fees, and carrier charges shall be paid by Buyer.

5. Payment Terms

Payment terms are Net 30 days from invoice date unless otherwise stated. Supplier reserves the right to require prepayment, credit approval, or advance payment for new customers, international customers, or custom orders. Interest shall be payable, calculated daily, on any overdue payments, at the maximum rate allowed by law.

6. Research Use Only

Unless otherwise stated on the product label and use documents, all products are supplied for research use only (RUO) and are not intended for human or animal diagnostic, therapeutic, or clinical use unless expressly stated in writing. Buyer is responsible for ensuring compliance with all applicable laws and regulations regarding use, import, storage, and handling of biological materials.

7. Publication

The Buyer, and any individuals designated by the Buyer may publish the results of work performed with Supplier's products or data, except to the extent such results include proprietary data or Confidential Information belonging to Supplier. The Buyer shall use reasonable efforts to reference Supplier's name as the provider of the products or data in any scholarly or industry publication arising from the use of the products or data. Notwithstanding, neither party shall use the name, logo, trademark or service mark of the other party, or any variation thereof, for any purpose in advertising, press release, publicity or promotional literature without the prior written consent of the party whose mark is proposed to be utilized. Buyer and/or end users of the Supplier's products and data shall inform Supplier in writing when such scholarly or industry publications are published.

8. Buyer's Assumption of Risk

To the fullest extent permitted by law, Buyer shall assume all liability for damages or loss that may arise from Buyer's use, storage, transfer, processing or disposal of Supplier's products or data. To the fullest extent permitted by law Supplier shall not be liable to Buyer or any other party for any loss, claim or demand made by or against Buyer or other party, due to or arising out of the use of Supplier's products and data, except to the extent caused by gross negligence or willful misconduct of Supplier. To the fullest extent permitted by law Supplier shall not be liable to Buyer or any other party for any loss, claim or demand made by or against Buyer or other party. Buyer shall hold harmless, indemnify and defend Supplier, its officers, agents, and employees from and against any and all claims, injuries, damages, losses or suits including attorney fees arising out of or in connection with the Buyer's goods or services.

9. Product Warranty

Supplier warrants that products will conform to the release specifications provided at the time of shipment. Due to the nature of biological materials, no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose, are provided.

10. Claims and Returns

Any claim for shortage, defect, or nonconformity must be reported in writing within 7 days of receipt of the product, otherwise product shall be deemed to have been received in acceptable condition. No returns will be accepted without prior written authorization from Supplier.

11. Limitation of Liability

Upon Supplier's confirmation of non-conformance, Supplier's liability shall be limited to replacement of the product or refund of the purchase price, at Supplier's sole discretion. Supplier shall not be liable for any indirect, incidental, special, or consequential damages, including loss of research, loss of profits, or loss of business arising from or related to the use of product.

12. Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms and Conditions shall be interpreted to create a partnership, joint venture or employment relationship. No party may act as an agent of the other party hereunder, except as otherwise provided herein.

13. Assignment

The Buyer shall not assign or transfer these terms and conditions without the prior written consent of Supplier. Supplier may assign or transfer these terms and conditions, in whole or in part, to an affiliate pursuant to a merger, acquisition or sale of substantially all the assets of the Supplier.

14. Force Majeure

Supplier shall not be liable for any failure or delay in the performance of its obligations to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, shortages of materials, transportation delays, power failures, governmental actions, export or import restrictions, or failure of suppliers or subcontractors. In the event of such delay, Supplier's performance shall be suspended for the duration of the force majeure event, and the time for performance shall be extended accordingly.

15. Governing Law

These terms shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to conflict of law principles. Unless otherwise agreed to in writing, the parties agree that the State and federal courts located in San Diego County, California shall have exclusive jurisdiction over any dispute arising hereunder.

16. Survival

Those terms in these Terms and Conditions, which by their nature are intended to continue beyond any termination or expiration of these Terms and Conditions shall survive any such termination or expiration hereof, including without limitation, IP Rights, Confidentiality, IP Rights, Payment Obligations, Disclaimers, Indemnification, Governing Law and Limitation of Liability.

17. Entire Agreement

This quotation, together with Supplier's Terms and Conditions of Sale, constitutes the entire agreement between the parties and supersedes any conflicting terms in Buyer's purchase order unless agreed in writing by Supplier.