Acceptance of Terms. Biocogent, LLC (“Seller”) and the buyer (“Buyer”) named on the face of the order confirmation (“Confirmation”) agree that unless otherwise expressly agreed to in writing by each of Seller and Buyer, these General Terms of Sale and Payment (“Terms”) apply to the goods (“Goods”) listed in any accepted purchase order from Buyer. Seller’s acceptance and shipment of Buyer’s order is expressly made conditional on Buyer’s assent to these Terms. Buyer’s acceptance of any Goods supplied by Seller shall constitute acceptance of Seller’s Terms.

Price and Terms of Payment. The prices shall be as set forth on the Confirmation ($USD). Price fluctuation in certain raw materials may affect pricing of Goods. Seller reserves right to make price adjustments and will notify Buyer of such changes prior to the manufacture of affected Goods. Unless otherwise agreed upon, terms of payment are net thirty (30) days from date of invoice. If Buyer fails to pay when due, Seller shall also be entitled to: (1) interest thereon from the due date at the lesser of 2% per month or the maximum permitted by law; (2) placement of a hold on any pending orders from Buyer; and (3) modification or withdraw of credit terms. Any taxes, duties, fees, tariffs, and all shipping and freight costs which Seller may be required to pay or collect shall be for the account of Buyer and may be added to the purchase price.

Cancellations and Modifications. No cancellations or modifications will be accepted within seven (7) business days of ship date. For custom Goods, no cancellation or modification will be accepted once raw material procurement has commenced.

Delivery. All requested delivery dates on purchase orders are subject to the timely delivery of raw materials and components. Normal lead-time for ordering raw materials is six (6) weeks, however pending the immediate availability of raw materials needed for manufacturing Goods, Seller (at its sole discretion) may accommodate shorter lead-times. Every effort will be made to meet delivery dates on purchase order, but Seller disclaims any responsibility and/or liability for delays caused by force majeure, including acts of God, strikes, war, fire, disaster, mishandling, material shortage, changes in regulations, or any other causes not within Seller's control. Unless otherwise set forth in Confirmation, all domestic shipments are FOB Seller's facility and all international shipments are EX works Seller’s facility. Title to Goods and risk of loss shall transfer to Buyer upon delivery of Goods to the applicable carrier at Seller's facility. Each order must be shipped or picked up by Buyer in its entirety. Warehousing charges may accrue for Goods beginning seven (7) days after Buyer has been informed of availability of Goods.

Inspection and Rejection of Nonconforming Goods. Buyer shall inspect all Goods within ten (10) business days after receipt. If any defects are discovered, Seller shall be immediately informed in writing of such defects. Claims made later than thirty (30) days after Buyer's receipt will not be accepted. If Buyer claims that the Goods do not meet the specifications and Seller disputes such claim, then the determination of whether the goods meet specifications shall be made by an independent laboratory acceptable to both parties. The finding of such laboratory shall be binding and final. The losing party shall cover the costs and expenses of such review.

Limited Warranty. Seller warrants that goods shall be free from defects in material and workmanship. If goods fail to meet the warranty, Seller's sole obligation shall be to replace the defective goods or, if for any reason this cannot be accomplished, refund the purchase price paid for the defective goods. SELLER DOES NOT MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller shall not be liable under the warranty if Seller determines that the defect was caused by improper use, application, handling, storage, or alteration (“Warranty Exclusions”).

Liability. The liability of Seller for any loss or damage directly or indirectly in connection with the Goods, shall be limited to the price received by Seller for the Goods.  Buyer represents and warrants that it will use Goods in compliance with all applicable laws and regulations. Buyer shall protect, defend, indemnify and hold harmless Seller and its affiliates and their respective owners, directors, managers, officers, employees and agents harmless from and against any and all claims or losses to the extent resulting from: (i) use of Goods that does not comply with applicable laws and regulations; (ii) any Warranty Exclusions; and/or (iii) use of Goods that does not comply with Safety Data Sheet provided with Goods.

Miscellaneous. The laws of the State of New York, except with respect to its conflicts of law provisions, shall govern in all respects within the transaction. Unless otherwise agreed in writing, neither party shall use the name or trademarks of the other party in any promotion or publication.