UNIFIED PROTEIN BIOSOLUTIONS INC TERMS AND CONDITIONS
These terms and conditions shall apply to purchases by the party identified on the Quotation (“Quotation”) attached to this document (referenced herein as “Customer”
or “Licensee”) of the following items from Protein BioSolutions Inc. (“Protein BioSolutions”):--Equipment (“Hardware”), including all software elements (“Software”) integrated with and purchased together with Hardware--Software purchased separately from Hardware--Reagents, proteins, and other products (“Consumables”)
In the event of conflict with terms and conditions presented by Customer, these terms and conditions shall be deemed as controlling by virtue of issuance of apurchase order (“PO”) by Customer that references the relevant Quotation. The issuance by the Customer of a PO that references the associated Quotation number on
the front of this document shall be deemed acceptance of all terms included herein and shall constitute the full agreement between Protein BioSolutions andCustomer/Licensee. PROTEIN BIOSOLUTIONS SPECIFICALLY REJECTS ANY CUSTOMER TERMS OR CONDITIONS INCLUDED WITH OR
ATTACHED TO A PURCHASE ORDER. THESE TERMS & CONDITIONS CONTROL OVER ANY OTHER TERMS OR CONDITIONS INCLUDED
WITH OR ATTACHED TO A PURCHASE ORDER.

HARDWARE TERMS AND CONDITIONS
1.
Hardware Supply. All Hardware to be supplied by Protein BioSolutions to Customer, and any services required with regard to such Hardware, shall beidentified on the Quotation associated with this document. Protein BioSolutions shall have no obligation to supply any Hardware or Software unless identified herein.
2.
Payments. Customer agrees to pay Protein BioSolutions the amounts identified on the Quotation and any exhibits hereto for the Hardware and any
related services (“Services”). Amounts due to Protein BioSolutions for Hardware shall be due and payable 100% net 30 days upon acceptance unless otherwise
indicated in the Quotation. Any late payments are subject to 1.5% interest accrued monthly. Payment of such amounts will not prejudice any other remedies available
to Protein BioSolutions. If Customer cancels any order and Protein BioSolutions has incurred any costs relating to Hardware and services, Customer shall be invoiced
and shall pay Protein BioSolutions all such costs. In the event Customer fails to pay amounts due hereunder, Protein BioSolutions may, at its option and without
prejudice to any other remedies available to it, suspend and/or cancel this Agreement.
3.

Shipping. All Hardware will be shipped FOB Protein BioSolutions shipping point, unless otherwise indicated in the Quotation.

4.
Change Orders. In order for any change order of Customer to be effective, such change orders must be submitted in writing by Customer to Protein
BioSolutions and are subject to Protein BioSolutions’ prior written approval.
5.
Termination. Both parties shall have the right to terminate this Agreement upon material breach of any of its terms by the other party. Such right shallbe subject to the provision of thirty (30) days notice to the other party, which party shall have such thirty (30) days to cure such breach or to provide commerciallyreasonable evidence that no breach has occurred.
6.
Indemnities. Each party shall defend, indemnify, and hold harmless the other party and such party’s officers, directors, employees, agents andsuccessors against any liability or litigation cost or expense (including attorneys’ fees) arising out of third party claims that result from the indemnifying party’s
negligence or willful misconduct in connection with the Hardware or services.
7.
Force Majeure. Neither party shall be liable nor deemed to be in default for any delay or failure in performance under this Agreement or otherinterruption of service or employment deemed resulting directly or indirectly from Acts of God, civil or military authority, acts of public enemy, war, accident, fire,
explosion, earthquake, flood, failure of transportation, strike, or other work interruption by either party’s employees or any similar or other cause beyond thereasonable control of either party.
8.
Export Control Regulations. Customer will comply fully with all U.S. Export Control laws and regulations as well as similar laws of other countries asapplicable. Customer will also comply fully with all customs requirements of the U.S. and all other countries.
9.
Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Maryland, United States, excluding its
conflict of law rules.
10.
Confidentiality; Right to Publicity. Neither party shall disclose the amounts due under this Agreement to any third party. Notwithstanding the above,
both parties may (a) publicize the existence and general subject matter of this Agreement, (b) disclose such amounts to the extent required to comply with applicablesecurities laws, and (c) disclose such amounts in the course of obtaining financing relating to its business operations.
11.
Acceptance. If Protein BioSolutions installs Hardware, acceptance shall be deemed to occur upon completion of such installation. If Protein
BioSolutions ships for installation by Customer or a third party, acceptance shall be deemed to occur thirty (30) days after delivery of Hardware unless Customer
notifies Protein BioSolutions of its non-acceptance, along with reasons for non-acceptance prior to such 30th day.
12.
Computer Configuration. Protein BioSolutions supplies or recommends certain configurations of computer hardware, software and peripherals for use
with its Hardware. Protein BioSolutions reserves the right to decline support for or impose extra charges for supporting non-standard computer configurations orcomponents not supplied by Protein BioSolutions. Protein BioSolutions also reserves the right to require that computer hardware and software be restored to thestandard configuration prior to providing service or technical support. For Hardware having built-in computers or processing units, installing unauthorized hardware
or software may void the warranties provided below.
13.
Limited Product Warranty. Protein BioSolutions warrants that all standard components of Hardware (not including consumable or maintenance items,
for which no warranty is provided) will be free of defects in materials and workmanship for a period of one year from the date the warranty period begins. Protein
BioSolutions will repair or replace, at its discretion, all defective components during this warranty period. After this warranty period, repair and replacement
components may be purchased from Protein BioSolutions at its then applicable standard rates. Protein BioSolutions may also provide service agreements for post
warranty coverage. Protein BioSolutions reserves the right to use new, repaired or refurbished equipment, instruments or components for warranty and post-warranty
service agreement replacements. Repair or replacement of equipment or components that are under warranty does not extend the original warranty period.
14.
Warranty Period Effective Date. Any applicable warranty period hereunder begins on the earlier of the date of installation or ninety (90) days from thedate of shipment for Hardware and Software installed by Protein BioSolutions personnel. For all Hardware and Software installed by Customer or anyone other thanProtein BioSolutions, the applicable warranty period begins the date the Hardware and Software is delivered to Customer. Warranty claims must be made within theapplicable warranty period.

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15.
Warranty Exceptions.
The above warranties do not apply to defects resulting from misuse, neglect, or accident, including without limitation:
operation with incompatible samples in the system; operation outside of the environmental or use specifications or not in conformance with the instructions for the
Hardware; improper or inadequate maintenance by the user; installation of software or interfacing, or use in combination with software or products, not supplied or
authorized by Protein BioSolutions; and modification or repair of the product not authorized by Protein BioSolutions. The foregoing provisions set forth Protein
BioSolutions’ sole and exclusive representations, warranties, and obligations with respect to its products. PROTEIN BIOSOLUTIONS MAKES NO OTHERWARRANTY OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR OTHER
COMMUNICATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE
EXPRESSLY DISCLAIMED.
16.
Warranty Limitations. The remedies provided herein are Customer’s sole and exclusive remedies. Without limiting the generality of the foregoing, inno event shall Protein BioSolutions be liable, whether in contract, tort, warranty, or under any statute or on any other basis, for direct, indirect, punitive, incidental,
multiple, consequential, or special damages sustained by Customer or any other person or entity, whether or not foreseeable and whether or not Protein BioSolutions isadvised of the possibility of such damages, including without limitation, damages arising from or related to loss of use, loss of data, failure or interruption in theoperation of any equipment or software, delay in repair or replacement, or for loss of revenue or profits, loss of goodwill, loss of business, or other financial loss or
personal injury or property damage. The foregoing exclusion of such damages shall apply regardless of the success or effectiveness of other remedies. No agent,employee, or representative of Protein BioSolutions or its affiliates has any authority to modify the terms of these warranties or to bind Protein BioSolutions to any
additional warranty or representation not contained herein, and any such warranty or representation is not binding on Protein BioSolutions unless in a writing signedby an authorized executive officer of Protein BioSolutions.
17.
Limitations of Warranty Scope. Some countries or jurisdictions limit the scope of or preclude limitations or exclusion of warranties, or of liability. Insuch countries or jurisdictions, the limitation or exclusion of warranties, liabilities, remedies or damages set forth above shall apply to the fullest extent permitted bylaw, and shall not apply to the extent prohibited by law.
18.
Damages, Claims, Returns. If shipping damage to any Hardware is discovered, the shipping carrier should be contacted, and inspection by a local
agent should be requested. It is the responsibility of Customer to inspect all shipments upon receipt to determine if any damage in shipment has occurred. Protein
BioSolutions should then be contacted to determine the processing of any claim for damage. Hardware should not be returned to Protein BioSolutions without priornotification and authorization of Protein BioSolutions.
19.
General. Under no circumstances will any terms and conditions or standard agreement of Customer/Licensee be accepted by Protein BioSolutions, andany attempt to include such terms and conditions and/or agreement shall be deemed specifically rejected by Protein BioSolutions. Except to the extent identified on
the Quotation document, these terms and conditions supersede all prior agreements and understandings between the parties hereto. No modification of or amendment
hereto, nor waiver of any right hereunder, will be effective unless in writing signed by an authorized representative of both parties; however, the parties may agree toterms inconsistent with, or in addition to, these terms and conditions by mutual agreement. Such terms shall be noted on an order signed by authorized signatories ofeach party.

SOFTWARE TERMS AND CONDITIONS

1.

Definitions.

“ Licensee” as used herein means the single end-user organization taking a license under this Agreement as Licensee; Licensee may also be referenced as Customer.
"Software" means the software identified on the relevant Quotation, and each copy (including copies merged into other software), translation, update, modification, or
enhancement of all or any part of the Software, in any medium, delivered to the Licensee under this Agreement.
"End-User Materials" means any written user manuals or documents provided to Licensee under this Agreement for use in conjunction with the Software.
"Activation Code" means a code that is required to complete the installation of the Software on an individual computer system. The Software may be fitted with anelectronic mechanism that disables the Software until provided with the Activation Code.
“License Term” means the license term, which shall begin upon the date of completion of the installation of Software at Licensee’s site and shall continue for as longas the Customer owns the Hardware described in the Quotation attached hereto.
“Annual License Fee” means the fee (if applicable) required to maintain a valid Activation Code, that allows the Software to run.
2.
Grant of License. Subject to purchase or other transfer of Hardware to Licensee, and payment of any applicable fees and other conditions set forth
herein and in the Quotation (including, where applicable, the Annual License Fee, Protein BioSolutions hereby grants to Licensee (a) a non-transferable license to theSoftware, and (b) the right to use End-User Materials during the Term subject to the limitations below. Protein BioSolutions will install one copy of the Software atLicensee’s designated site. This license is granted to permit Licensee to:(i) Use and execute the Software through one (1) server seat and the number of server client seats identified in the Quotation; and(ii) Make one (1) copy of the Software in machine-readable, object code form, for nonproductive backup purposes only.
The cost of additional copies of Software, and timing of notification, rights to add client seats, and other terms shall be as set forth in the Quotation.
3.
Activating Software. As part of the installation of the Software, if applicable, Protein BioSolutions will provide Licensee with the Activation Code.
The installation of the Software will not be complete, and the Software will not execute, until the appropriate Activation Code is obtained from Protein BioSolutions
and provided to the Software during installation.
4.

Binary Code. The Software is provided in and may be used in machine-readable binary code form only.

5.
End-User Materials. End-User Materials that accompany the Software are provided solely to support Licensee’s authorized use of the Software.
Licensee may not copy, modify, or resell, or distribute the End-User Materials, or any copy, adaptation, transcription, or merged portion thereof, except as expressly
authorized by Protein BioSolutions by separate written agreement. The right to use End-User Material only extends as long as the Customer owns the Hardware
described in the Quotation attached hereto.
6.
Technical Support and Maintenance. (a) The License granted hereunder provides Licensee with technical support via E-mail. Telephone support may
also be provided if indicated on the order attached hereto. Such technical support shall be unlimited, subject to commercially reasonable best efforts of Protein

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BioSolutions to provide such technical support. Licensee will ensure that E-mail support and telephone support (if applicable) is available during the hours between
8:00AM and 5:00PM Pacific Time Monday through Friday. The free technical support will be provided for one year from the date of delivery of the Software. Such
Technical Support will preferably be provided by e-mail to ensure that the Software is installed and operating properly. Any on-site technical support will be charged
at Protein BioSolutions’ standard rates, plus reimbursement for Protein BioSolutions’s reasonable travel costs. Beginning one year after the date of delivery of the
Software, Protein BioSolutions will separately offer annual maintenance on the Software under Protein BioSolutions’ standard rates and terms. Such annual
maintenance will also include any software upgrades developed by Protein BioSolutions. Licensee will not be obligated to obtain such maintenance from Protein
BioSolutions as a condition of this Agreement; however, Protein BioSolutions will not be obligated to provide any upgrades unless Protein BioSolutions purchasessuch maintenance.
(b) Protein BioSolutions agrees to provide to Licensee any software upgrades developed by Protein BioSolutions at any time during which this Agreement remains ineffect. Such software upgrades shall be limited to revisions to the Software, which (i) do not require hardware changes or upgrades or (ii) do not materially change thefunctionality of the Software.
(c) Licensee recognizes that reconfiguring the hardware or software of the computer on which the Software is installed can render the Software inoperative, orotherwise place an undue burden on Protein BioSolutions to provide technical support. Licensee therefore agrees that if Licensee reconfigures the software bymodifying the delivered Software database schema, or a Software database schema upgraded under Protein BioSolutions’ authorization, Protein BioSolutions isreleased from its technical support responsibility hereunder.
7.

Licensee Responsibilities. Licensee is responsible for the following actions:a. Determining whether the Software will achieve the results Licensee desires;b. Providing a proper environment and proper utilities for the computers on which the Software operate, including an uninterrupted power supply
c. Selecting and training Licensee’s personnel so they can operate computers and so they are familiar with the Software; andd. Establishing adequate operational back-up provisions in the event of a defect or malfunction that renders the Software or the computer systems on
which they run non-operational. Protein BioSolutions is not responsible for obsolescence of the Software that may result from changes in Licensee’s
requirements.

8.
Proprietary Protection. This Agreement does not provide Licensee with title or ownership of the Software, but only a right of limited use. Protein
BioSolutions shall maintain sole and exclusive ownership of all right, title, and interest in and to the Software and End-User Materials, all copies thereof, and all
modifications and enhancements (if any) thereto subject only to the right and license expressly granted to Licensee by this Agreement.
9.
Limitations on Use, Etc. Licensee may not use, copy, modify, resell, distribute, or transfer to third parties in any manner the Software (electronically orotherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by this Agreement. Licensee may not reverse assemble,
reverse compile, or otherwise translate the Software. Licensee may not install the Software anywhere but in connection with the Hardware without Protein
BioSolutions' prior written consent, provided that Licensee may transfer the Software to another location temporarily in the event of an interruption of computer
operations.
10.
Loss of Data. Licensee acknowledges that electronic data storage is subject to the possibility of human or machine errors, omissions, delays, and losses,
including inadvertent loss of data or damage to media that may give rise to loss or damage. Protein BioSolutions shall not be liable for any such errors, omissions,delays, or losses. Licensee is responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures
to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lostor damaged media, and reconstruct data. Licensee is also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any
data.
11.
Indemnification. If a third party claims that the Software infringes any U.S. patent, copyright, or trade secret, Protein BioSolutions will (as long as
Licensee remains the owner of the Hardware, and is not in default under this Agreement or any other agreement with Protein BioSolutions) indemnify, defend, andhold Licensee harmless against such claim at Protein BioSolutions ' expense and pay all damages that a court finally awards, provided that Licensee promptly notifies
Protein BioSolutions in writing of the claim, and allow Protein BioSolutions to control, and cooperate with Protein BioSolutions in, the defense or any related
settlement negotiations. If such a claim is made or appears possible, Protein BioSolutions may, at its option, secure for Licensee the right to continue to use theSoftware, modify or replace the Software so they are non-infringing, or, if neither of the foregoing options is available in Protein BioSolutions' judgment, require
Licensee to return the Software. However, Protein BioSolutions has no obligation for any claim based on a modified version of the Software or their combination,
operation, or use with any product, data, or apparatus not provided by Protein BioSolutions. THIS PARAGRAPH STATES PROTEIN BIOSOLUTIONS' ENTIREOBLIGATION TO LICENSEE WITH RESPECT TO ANY CLAIM OF INFRINGEMENT. Except to the extent resulting from a third party claim of infringement as
described above, or from breach of warranty by Protein BioSolutions pursuant to Paragraph 20 or Protein BioSolutions’ negligence or willful misconduct, Licensee
will indemnify, defend and hold harmless Protein BioSolutions, its officers, directors, affiliates, employees and agents from and against any cost, claim, liability,
injury, loss, damage or expense resulting from Licensee’s possession or use of Software and/or End User Materials, and any results, data or other information resulting
from use thereof.
12.
Termination. (a) Both parties shall have the right to terminate this Agreement upon material breach of any of its terms by the other party. Such rightshall be subject to the provision of thirty (30) days notice to the other party, which party shall have such thirty (30) days to cure such breach or to provide
commercially reasonable evidence that no breach has occurred. (b) Upon termination of this Agreement for Licensee’s breach, Licensee’s license will terminate, andLicensee will be required to return or destroy, as requested by Protein BioSolutions, all copies of the Software in Licensee’s possession (whether modified or
unmodified), and all other materials pertaining to the Software, including all copies thereof.
13.
General. Under no circumstances will any terms and conditions or standard agreement of Customer/Licensee be accepted by Protein BioSolutions, andany attempt to include such terms and conditions and/or agreement shall be deemed specifically rejected by Protein BioSolutions. These terms and conditions
supersede all prior agreements and understandings between the parties hereto. No modification of or amendment hereto, nor waiver of any right hereunder will beeffective unless in writing signed by an authorized representative of both parties; however, the parties may agree to terms inconsistent with, or in addition to, theseterms and conditions by mutual agreement. Such terms shall be noted on an order signed by authorized signatories of each party
14.
Assignment. Except in connection with the transfer or sale by either party of all or substantially all of its assets to which this agreement applies, or themerger or consolidation of a Party hereto with a third party, this Agreement may not be assigned or transferred by either party (except to such party’s affiliates)
without the prior consent of the other.
15.
Export Control Regulations. Licensee will comply fully with all U.S. Export Control laws and regulations as well as similar laws of other countries asapplicable. Licensee will also comply fully with all customs requirements of the U.S. and all other countries.
16.
Computer Configuration. Protein BioSolutions supplies or recommends certain configurations of computer hardware, software, and peripherals for use
with its software. These recommendations are set forth in the Quotation to this Agreement. Protein BioSolutions reserves the right to decline support for or impose
extra charges for supporting nonstandard computer configurations or components that have not been supplied or recommended by Protein BioSolutions. Protein

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BioSolutions also reserves the right to require that computer hardware and software be restored to the standard configuration prior to providing service or technicalsupport. For systems that have built-in computers or processing units, installing unauthorized hardware or software may void the warranty.
17.
Limited Warranty. The warranty described herein is provided in addition to, and is not intended to supersede, any Technical Support and Maintenanceobligations of Protein BioSolutions. Protein BioSolutions warrants that for a period of ninety (90) days from the date the warranty period begins, its software will
perform substantially in accordance with the function and features described in its accompanying documentation when properly installed on the Hardware for which itis designated, and that for a period of ninety (90) days from the date the warranty period begins, all media bearing the software product will be free of defects inmaterials and workmanship under normal use. Protein BioSolutions will provide any software corrections or “bug-fixes,” if and when they become available, for aperiod of ninety (90) days from the date the warranty period begins. Protein BioSolutions does not warrant that the operation of the instrument or software will beuninterrupted or error free.
18.
Warranty period effective date. Any applicable warranty period under these sections begins on the earlier of the date of installation or ninety (90) days
from the date of shipment for software installed by Protein BioSolutions personnel. For all software installed by the Licensee or anyone other than Protein
BioSolutions, the applicable warranty period begins the date the software is delivered to the Licensee. Warranty claims must be made within the applicable warranty
period.
19.
Warranty exceptions. The above warranties do not apply to defects resulting from misuse, neglect, or accident, including without limitation: operation
outside of the environmental or use specifications, or not in conformance with the instructions for the Hardware , software, or accessories; improper or inadequate
maintenance by the user; installation of software or interfacing, or use in combination with software or products, not supplied or authorized by Protein BioSolutions;and modification or repair of the product not authorized by Protein BioSolutions. The foregoing provisions set forth Protein BioSolutions’ sole and exclusive
representations, warranties, and obligations with respect to its products. PROTEIN BIOSOLUTIONS MAKES NO OTHER WARRANTY OF ANY KIND
WHATSOEVER, EXPRESS, IMPLIED, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR OTHER COMMUNICATION, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING FROM A STATUTE OROTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
20.
Warranty Limitations. The remedies provided herein are the Licensee's sole and exclusive remedies. Without limiting the generality of the foregoing, inno event shall Protein BioSolutions be liable, whether in contract, tort, warranty, or under any statute (including without limitation any trade practice, unfair
competition, or other statute of similar import) or on any other basis, for indirect, punitive, incidental, multiple, consequential, or special damages sustained by the
Licensee or any other person or entity, whether or not foreseeable and whether or not Licensee is advised of the possibility of such damages, including without
limitation, damages arising from or related to loss of use, loss of data, failure or interruption in the operation of any Hardware or software, delay in repair or
replacement, or for loss of revenue or profits, loss of good will, loss of business, or other financial loss or personal injury or property damage. The foregoing
exclusion of such damages shall apply regardless of the success or effectiveness of other remedies. No agent, employee, or representative of Protein BioSolutions or
its affiliates has any authority to modify the terms of this Limited Warranty Statement or to bind Protein BioSolutions to any affirmation, representation, or warranty
concerning the product that is not contained in this Limited Warranty Statement, and any such modification, affirmation, representation, or warranty made by any
agent, employee, or representative of Protein BioSolutions will not be binding on Protein BioSolutions unless in a writing signed by an authorized executive officer ofProtein BioSolutions. This warranty is limited to the Licensee of the product and is not transferable.
21.
Limitations of Scope. Some countries or jurisdictions limit the scope of or preclude limitations or exclusion of warranties, or of liability. In suchcountries or jurisdictions, the limitation or exclusion of warranties, liabilities, remedies or damages set forth above shall apply to the fullest extent permitted by law,and shall not apply to the extent prohibited by law.

CONSUMABLES SALES—TERMS AND CONDITIONS
The following terms and conditions shall apply to the sale of reagents, proteins, and other products (“Consumables”) by Protein BioSolutions to Customer.
1.
Acceptance. ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THESE TERMS AND CONDITIONS. NO VARIATION
OF THESE TERMS AND CONDITIONS SHALL BE BINDING UPON PROTEIN BIOSOLUTIONS UNLESS AGREED TO IN WRITING BY AN
AUTHORIZED REPRESENTATIVE OF PROTEIN BIOSOLUTIONS.
2.
Use Limitations. The Consumables are provided solely for research purposes. CUSTOMER ACKNOWLEDGES THAT THE CONSUMABLES HAVENOT BEEN APPROVED FOR HUMAN USE. CUSTOMER AGREES NOT TO ADMINISTER ANY OF THE CONSUMABLES TO HUMANS IN ANY
MANNER OR FORM OR TO USE THE CONSUMABLES FOR HUMAN DIAGNOSTIC OR THERAPEUTIC PURPOSES. Customer agrees to comply with alllaws and governmental rules and regulations that are applicable to Consumables or their use. Specifically, Customer agrees to comply with any export control laws
and regulations applicable to Consumables.
3.
Limitation of Warranties and Liability. The Consumables are experimental in nature. As such, PROTEIN BIOSOLUTIONS MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT THE USE OF THE MATERIAL WILLNOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT.
In no event shall Protein BioSolutions be liable for any
use by Customer of the Consumables or any loss, claim, injury, damage or liability, of whatsoever kind or nature, which may arise from or in connection with thisAgreement or the use, handling or storage of the Consumables. Customer agrees to indemnify, defend, and hold harmless Protein BioSolutions, its officers, agents,and employees from any liability, loss or damage they may suffer as a result of claims, demands, costs or judgments against them arising out of the use or dispositionof the Consumables by Customer, except to the extent resulting from the gross negligence or willful misconduct of Protein BioSolutions.
4.
Remedies. Customer’s sole and exclusive remedy with respect to Consumables that prove to be defective or nonconforming shall be replacement of theConsumables or refund at Protein BioSolutions’ sole discretion. The remedies provided herein are Customer’s sole and exclusive remedies. In no event shall Protein
BioSolutions’ liability exceed the purchase price of the applicable Consumables. Without limiting the generality of the foregoing, in no event shall Protein
BioSolutions be liable, whether in contract, tort, warranty, or under any statute or on any other basis, for direct, indirect, punitive, incidental, multiple, consequential,
or special damages sustained by Customer or any other person or entity, whether or not foreseeable and whether or not Protein BioSolutions is advised of thepossibility of such damages. No agent, employee, or representative of Protein BioSolutions or its affiliates has any authority to modify the terms of these warranties or
to bind Protein BioSolutions to any additional warranty or representation not contained herein, and any such warranty or representation is not binding on Protein
BioSolutions unless in a writing signed by an authorized executive officer of Protein BioSolutions.
5.
No Transfer of Intellectual Property Rights. These terms and conditions shall not be deemed to transfer, through ownership, license or other means,
any rights in any intellectual property of Protein BioSolutions.
6.
Shipping Terms. Continental USA orders are shipped by FedEx Two-Day delivery or FedEx Priority Overnight delivery. International orders arenormally shipped by FedEx Priority International service with delivery in two to five working days. Protein BioSolutions reserves the right to utilize alternative
shipping methods. F.O.B. point is Bainbridge Island, WA USA. Freight costs will be prepaid and added to your invoice. Orders received before 1:00 p.m. PST will be

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shipped on the same day. Orders received after 1:00 p.m. PST will be shipped on the next business day. You will be informed of any backorders or other delays at thetime of your order.
7.
Damage, Claims, Returns. Please inspect all packages upon receipt and inform Protein BioSolutions immediately of any damage or problems. In case ofdamage, please retain the shipping box and any other documentation of damage. Damaged Consumables will be replaced at no additional cost to the customer. Returns
can be accepted, subject to approval from Protein BioSolutions, if we are notified within 10 working days of receipt through the issuance of a Return Authorization
Number. If Consumables have been shipped to you in error, they are returnable for credit, replacement, or exchange provided the items are returned with their shrinkwrap intact. No shipping costs will be applied for items that are returned because of an error on our part. The shipping costs for items returned as the result of acustomer error will be paid for by the customer. Custom Screens are not refundable or returnable.
8.
Payment Terms. Our payment terms are net 30 days from the date of shipment, payable in U.S. dollars, unless otherwise indicated in the Quotation.
Payments are subject to a 1.5% monthly late charge if payment is not received within 30 days after shipping. Custom Screens may be subject to a 30% deposit at thetime of the initial order.
International Customers please make payments in U.S. dollars by a check drawn from a U.S. bank, a money order, or a wire transfer. Please note that any bank orservice charges will be charged back to the customer. Credit cards are welcome. Visa and MasterCard are accepted.
9.
Governing Law. These terms and conditions shall be governed by and interpreted in accordance with the laws of the State of Washington, excluding its
conflict of law rules.
10.
General. Under no circumstances will any terms and conditions or standard agreement of Customer be accepted by Protein BioSolutions, and any
attempt to include such terms and conditions and/or agreement shall be deemed specifically rejected by Protein BioSolutions. Except to the extent identified on the
Quotation document, these terms and conditions supersede all prior agreements and understandings between the parties hereto. No modification of or amendment
hereto, nor waiver of any right hereunder, will be effective unless in writing signed by an authorized representative of both parties; however, the parties may agree toterms inconsistent with, or in addition to, these terms and conditions by mutual agreement. Such terms shall be noted on an order signed by authorized signatories ofeach party.

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