BioSciences - Polysciences, Inc.

Terms and Conditions of Sale
Customer agrees to indemnify and hold harmless Seller, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims,
demands, liabilities, costs and expenses (including attorney and accounting fees) that Seller may sustain or incur as a result of any claim against Seller based
upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Customer, its officers, agents, employees, successors
or assigns, by Customer’s customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or
indirectly, the use of Seller’s Products, or by reason of Customer’s failure to perform its obligations contained herein. Customer shall notify Seller in writing
within fifteen (15) days of Customer’s receipt of knowledge of any accident, or incident involving Seller’s Products which results in personal injury or damage to
property, and Customer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller
all statements, reports and tests made by Customer or made available to Customer by others. The furnishing of such information to Seller and any investigation
by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.
NO CLAIM OF ANY KIND, WHETHER AS TO PRODUCTS DELIVERED OR FOR NON-DELIVERY OF PRODUCTS, OR FOR INJURY TO PERSONS OR DAMAGE TO
OR LOSS OF PROPERTY OR VALUE CAUSED BY ANY PRODUCTS SOLD HEREUNDER, SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE
PRODUCTS SUBJECT TO SUCH CLAIMS.
9. INTELLECTUAL PROPERTY RIGHTS Customer assumes all patent, copyright, and trademark liability, except for Seller’s stock items. Without limiting the
meaning of the foregoing, Customer shall indemnify and hold Seller harmless from and against all loss, cost, claim, expense, or liability for infringement of any
letters patent, trademarks or copyrights or otherwise, resulting from or arising in connection with Customer’s printed matter, design, shape, specifications or
the sale or use of any item covered by this contract, or Seller’s compliance with Customer’s instructions. Customer shall promptly pay or secure any judgment
or recovery which may be obtained against Seller with respect to any claim covered by the foregoing, and will pay Seller reasonable costs and expenses incurred
in evaluating, defending and settling such claim in any judicial or administrative proceeding or in any negotiations prior thereto. Customer shall notify the Seller
in writing of any claim, demand or suit against Customer brought on the ground that use or resale by Customer, or by anyone purchasing from Customer, of
the Products ordered as a result of this contract infringes any patent, trademark, service mark, copyright, trade name, license or other proprietary right of other
parties. The Seller shall, at its option, have the right to take control of and defend such claim, demand or suit at Customer’s expense, to approve counsel and
to hire its own counsel at Customer’s expense to participate in such negotiation or litigation.
10. CONFIDENTIALITY Any designs, sketches, formulae, proofs, etc. originated by Seller are submitted in confidence and will not be disclosed by Customer
to any third party. Unless otherwise agreed in writing, such items and all copyrights or patents protecting them are owned by Seller.
11. MODIFICATION Modifications, additions, cancellations or suspensions of any order resulting from this contract shall not be effective or binding upon
Seller unless evidenced in writing on the front of this contract or in a separate writing, signed by an authorized manager of both the Customer and the
Seller, expressly stating the terms modified and the nature of the modification. This contract supersedes all prior agreements, proposals, arrangements and
communications, whether oral or written with respect to this order.
12. JURISDICTION Customer and the Seller, each, to the extent that it may lawfully do so, hereby consents to the jurisdiction of the courts of the
Commonwealth of Pennsylvania and the United States District Court for the Eastern District of Pennsylvania for any suit, action, or other proceeding arising
out of any of its obligations hereunder or with respect to the transactions contemplated hereby, and expressly waives any and all objections such party may
have to venue in any such courts. Each party, to the extent that it may lawfully do so, further agrees that a summons and complaint commencing an action
or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it as its address
provided on the front of this contract or as otherwise provided under the laws of the Commonwealth of Pennsylvania. This contract and the obligations of the
parties hereto, shall be construed in accordance with and all disputes shall be governed by the laws of the Commonwealth of Pennsylvania, U.S.A. (without
reference to its conflict of rules), including provisions of the Uniform Commercial Code as adopted by this Commonwealth of Pennsylvania.
13. LIMITATION OF ACTIONS No action regardless of form arising out of any contract with the Customer may be commenced more than one (1) year after
the cause of action has accrued except an action for nonpayment. Customer shall reimburse Seller for any attorney’s fees and other legal expenses incurred
in enforcing or defending its rights under this contract. Unless Customer notifies Seller in writing to the contrary within five (5) days after the receipt of this
contract by Customers, the Customer’s acceptance of the Products or payment therefore shall be equivalent to Customer’s assent to the terms and conditions
hereof.
METHOD OF SHIPMENT Unless specifically advised, we will ship by United Parcel Service, parcel post, common carrier or air freight. All materials
requiring dry ice packaging must be shipped air express; all cold pack materials must be shipped United Parcel Service’s next day air service. For those
hazardous chemicals covered by Department of Transportation and/or International Air Transport Association (IATA) regulations for flammable (red label) or
hazardous items, we reserve the right to elect the most appropriate shipping method in order to comply with those regulations.
Orders placed through the web site for shipment to European countries will be processed through Polysciences Europe GmbH. We cannot guarantee these
shipments for overnight delivery. If you require expedited service, please contact Polysciences Europe GmbH directly at +49-6221-765767.
HAZARDOUS CHEMICALS
All of our chemicals should be handled only by qualified individuals trained in laboratory procedures and familiar with the potential hazards
of the chemicals. The absence of a warning must not be interpreted as an indication of safety.
For more information please call (800) 523-2575 or visit: polysciences.com 331