TERMS & CONDITIONS

Acceptance

ALL SALES ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON THE AMNION FOUNDATION UNLESS AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE AMNION FOUNDATION.

Shipping and Claims

All sales to customers within the continental United States are shipped FOB and the buyer is responsible for shipping and related charges. Goods delivered outside of the continental US are shipped FCA from Amnion Foundation’s shipping point. Shipping is added to the invoice and is the responsibility of the buyer unless otherwise specified. Dry ice products may require an additional fee. Delivery of goods to the carrier at the Amnion Foundation shipping point shall constitute delivery to Customer and Customer shall bear all risk of loss or damage in transit. The Amnion Foundation reserves the right to determine the exact method of shipment. Immediately upon Customer’s receipt of any goods shipped hereunder, Customer shall inspect the same and shall notify the Amnion Foundation in writing of any claims for shortages, defects or damages and shall hold the goods for Amnion Foundation’s written instructions concerning disposition. If Customer shall fail to notify Amnion Foundation within three days after the goods have been received by Customer, such goods shall conclusively be deemed to have been delivered without defects caused by shipping mishaps.

The Amnion Foundation shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond the Amnion Foundation’s reasonable control, including, without limitation, acts of Customer, embargo or other governmental acts, regulation or request affecting the conduct of Amnion Foundation’s operations, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, \ delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

Allocation of Goods

If the Amnion Foundation is unable for any reason to supply the total demands for goods specified in Customer’s order, the Amnion Foundation may allocate its supply among any or all Customers as deemed fair and practical, without liability for any failure of performance which may result.

Payment Terms

Terms of sale are net 30 days of date of invoice, unless otherwise stated. Customer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Customer in any of the terms.

Taxes and Other Charges

Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between the Amnion Foundation and Customer shall be paid by Customer in addition to the prices quoted or invoiced. In the event the Amnion Foundation is required to pay any such tax, fee or charge, Customer shall reimburse the Amnion Foundation therefore; or, in lieu of such payment, Customer shall provide the Amnion Foundation at the time the order is submitted an exemption certificate or other
document acceptable to the authority imposing the tax, fee or charge.

Returns

Goods may not be returned for credit except with the Amnion Foundation’s permission, and then only in strict compliance with the Amnion Foundation’s return shipment instructions. Certain items may not be returned for credit. These items include: cells, refrigerated or frozen products; and reagents which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals. Any returned items may be subject to a 20% processing fee.

Compliance with Laws, Regulations

The Amnion Foundation certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules and orders issued pursuant thereto.

Customer’s Representations and Indemnity

The customer acknowledges that the goods and services provided by the Amnion Foundation are for Research Use Only (RUO). Under no circumstances may goods received from the Amnion Foundation be delivered, in any form, to human beings for any form of therapy or consumption. Customer’s use of Amnion Foundation goods must strictly be in support of research activities; no third-party transfers or commercial applications are permitted except under a separate agreement. Customer acknowledges that human-derived cells and materials should be handled as potentially infectious materials and that Universal Precautions should be taken in the handling of all Amnion Foundation goods. Customer represents and warrants that it shall use all products ordered herein in accordance these requirements and that any such use of products will not violate any local, state, or federal law or regulation. Customer agrees to indemnify and hold harmless the Amnion Foundation, 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 Amnion Foundation may sustain or incur as a result of any claim against the Amnion Foundation 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 Amnion Foundation’s products, or by reason of Customer’s failure to perform its obligations contained herein. Customer shall notify the Amnion Foundation in writing within fifteen (15) days of Customer’s receipt of knowledge of any accident, or incident involving the Amnion Foundation’s products that result in personal injury or damage to property, and Customer shall fully cooperate with the Amnion Foundation in the investigation and determination of the cause of such accident and shall make available to the Amnion Foundation all statements, reports and tests made by Customer or made available to Customer by others. The furnishing of such information to Amnion Foundation and any investigation by Amnion Foundation of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Amnion Foundation.

Patent Disclaimer

The Amnion Foundation does not warrant that the use or sale of the products delivered under will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

Miscellaneous

The Amnion Foundation’s failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of the Amnion Foundation’s right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies the Amnion Foundation may have at law or in equity. Any
waiver of a default by Customer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the
parties hereto, and their respective heirs, personal representatives, successors and assigns.

Governing Law

All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the State of North Carolina.