2.1 General Terms. These terms and conditions (“Terms”), along with any applicable quotation and Supplementary Terms collectively constitute the agreement (“Agreement”) between you and MepsgenUS Inc. If your order is subject to a valid, written, and executed agreement between you and MepsgenUS Inc., that agreement will govern. Otherwise, by placing an order on Mepsgen.com or by receiving ordering or sales documents referencing these Terms, you acknowledge and agree to be bound by the Agreement. This Agreement is the complete and exclusive contract governing your purchase of the products.

2.2 Supplementary Terms. Certain products may be subject to additional software licenses, limited use label licenses or other written contractual terms not included in these Terms (“Supplementary Terms”). Any applicable Supplementary Terms will be included in our quotation to you, listed on mepsgen.com, or in the product’s accompanying documentation. You can also request copies from your local sales representative.

2.3 Resolution of Conflicting Terms. In the event of any conflict between and among the Agreement documents, the following order of precedence will apply: (a) the quotation; (b) any applicable Supplementary Terms; and (c) these Terms. We expressly reject any conflicting or additional terms contained in any document you provide. If the terms and conditions in this Agreement differ from those in your offer, this Agreement will prevail and govern our contractual relationship.

2.4 Effective Date of Agreement. The Agreement between us becomes effective when you receive email confirmation from us accepting your order.

3.1 Price Determination and Validity. We reserve the right to change our prices at any time without prior notice. Prices quoted to you are valid for thirty (30) calendar days, unless otherwise specified in writing. If no price is specified or quoted, the applicable price will be the product price in effect at the time we accept your order.

3.2 Taxes, Duties, and Fees. Quoted prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay any such taxes or fees on your behalf, we will add the corresponding amounts to your invoice. If you claim any exemption, you must provide a valid, signed exemption certificate or letter of exemption for each respective jurisdiction.

3.3 Delivery Charges and Freight Policy. You are also responsible for standard delivery and handling charges, if applicable, unless expressly stated otherwise in our quotation. If we incur such charges, we will add them to your invoice.

5.1 Payment Terms and Accepted Methods. We will invoice you for the product price and any applicable charges when the products are shipped. Unless otherwise agreed in writing, payment is due within thirty (30) calendar days from the invoice date. Each order constitutes a separate transaction, and you may not off-set payments between orders. If, in good faith, we determine that your financial condition does not support the specified payment terms, we reserve the right to require full or partial payment in advance or to request other forms of security acceptable to us. Payments must be made in the currency specified in our invoice.You may pay via ACH or other electronic methods that directly transfer funds between your bank account and ours, or checks mailed to one of our lockbox remittance locations. We will not accept credit card payments. All of the related fees generated by ACH, including but not limited to international wire transaction fees and other means of electronic transfer payment, shall be paid by you.

5.2 Late Payment Policy and Remedies. If payment is not made by the due date, you will be responsible for a late payment charge, in addition to our other rights and remedies.The late payment charge will accrue as interest on the overdue amounts calculated from the payment due date until full payment is received, at a rate of 1.5% per month, or the maximum amount allowed by law, whichever is lower. You will also reimburse us for reasonable collection costs, including fees for collection agencies and attorneys. Additionally, we reserve the right to cancel or suspend deliveries of products, including stopping products in transit, and to withhold further shipments, in whole or in part, if payment is not made when due or if you otherwise fail to meet your obligations under this Agreement.

6.1 Delivery. We will deliver products to the destination specified in your order under FCA (Free Carrier) Incoterms 2010 from our designated shipping point. By accepting these Terms, you

• (i) authorize us to arrange carriage for all products on your behalf,
• (ii) acknowledge we are not liable for any damage or risks arising during the course of delivery after transferring our products to the courier service, and
• (iii) waive your right to independently arrange transportation or provide specific instructions regarding shipping.

6.2 Delays. Any shipping dates are estimates only, and we are not liable for any loss or damages resulting from delays in delivery. You may not refuse delivery or be released from any obligations due to such delay. If delivery is delayed due to circumstances within your control, we will store the products at your sole risk and expense, and storage fees may apply.

8.1 Returns, Damages, and Shortages Policy. All product returns must be pre-authorized by our Customer Service team. Customer Service will approve the return of products that are damaged or defective upon receipt, provided you contact Customer Service within fourteen (14) days of receiving the product. The damage or defect must not have resulted from your failure or the carrier’s failure to handle or store the product with reasonable care, or from non-compliance with the handling or storage instructions provided on the product label. If you do not contact us within this 14-day period, the product will be deemed accepted, however, this does not affect your warranty rights.

8.2 Product Returns and Credit Eligibility. If we authorize a product return at our discretion, the product must be received at our facilities in a condition suitable for resale. Returns not due to our error are subject to a restocking fee of 25% of the product’s sale price. Shipping charges are non-refundable, and no credit will be issued for products returned without prior authorization.

9.1 Limited Warranties for Consumables and General Labware. Unless otherwise specified in the applicable Supplementary Terms, product literature, or on the relevant product pages on mepsgen.com, we warrant that each consumable and item of general labware will conform to its specifications as stated in our published catalogs or associated Supplementary Terms. This warranty is valid from the time we ship the consumable or labware until the earlier of: (a) the product’s expiration or “use by: date; and (b) the specified number of uses. If no expiration date, number of uses, or alternative warranty period is specified, the warranty will last for twelve (12) months from the date of shipment.

9.2 Limited Warranties for Equipment. Unless otherwise specified in the applicable Supplementary Terms or quotation, we warrant that equipment will be free from defects in materials and workmanship, provided it is subjected to normal, proper, and intended use by appropriately trained personnel. This warranty is valid for twelve (12) months from the date of shipment.

9.3 Limited Warranty for Spare Parts and Installation. We warrant that spare parts purchased from us and installed by us or by a company we have certified as an authorized installer will be free from defects in materials and workmanship for the longer of: (a) three (3) months from the date of delivery, and (b) the original warranty period of the equipment in which the part is installed. We do not provide warranties for parts not purchased from us or parts not installed by us or an authorized installer. Such parts are provided “as is”.

9.4 Exclusions. Only purchases made directly from MepsgenUS Inc. or an official distributor of MepsgenUS will be covered under this agreement. In addition to our exclusion for third party products as set out in Section 9.7 of these Terms, our warranties do not apply to (a) normal wear and tear; (b) accidents, disasters, or events of force majeure; (c) misuse, negligence, or fault by you; (d) external causes affecting the products, including but not limited to power failure or electrical surges; (e) equipment sold to you as ‘used’ products; (f) improper, inadequate, or unapproved installation, removal, use, maintenance, storage, or handling by you or any other third party which includes, but is not limited to: failure to follow our instructions, operating guidelines, or protocols; operation outside of stated environmental or use specifications; and operation or contact with unapproved software, materials, chemicals or other products; or (g) products manufactured in accordance with specifications you gave us.
ADDITIONALLY, ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION, ALTERATION, OR TAMPERING WITH THE PRODUCTS BY ANY PERSON OR ENTITY OTHER THAN US, WITHOUT OUR PRIOR WRITTEN APPROVAL, WILL IMMEDIATELY VOID ALL WARRANTIES FOR THE AFFECTED PRODUCTS. SIMILARLY, THE USE OF REPLACEMENT PARTS NOT SUPPLIED BY US WILL CANCEL ALL WARRANTIES RELATED TO THE AFFECTED PRODUCTS.

If we determine that products for which you requested warranty services are not covered by the warranty, or if we provide repair services or replacement parts that are not covered by this warranty, you will be responsible for reimbursing us for all costs incurred in investigating and responding to your request. Such costs will be charged at our then-current time and materials rates.

9.5 Limitations.

• (A) OUR WARRANTIES ARE EXTENDED EXCLUSIVELY TO YOU, THE ORIGINAL PURCHASER AND CANNOT BE TRANSFERRED TO ANY OTHER THIRD PARTY. YOUR SOLE REMEDY UNDER THIS WARRANTY IS LIMITED TO OUR OBLIGATION TO REPAIR OR REPLACE A DEFECTIVE PRODUCT.
• (B) EXCEPT AS OTHERWISE STATED, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES:
• (a) OF MERCHANTABILITY;
• (b) OF FITNESS FOR ANY PARTICULAR PURPOSE; AND/ OR
• (c) THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

9.6 Remedies. During the applicable warranty period only, if a product does not meet our warranty, we will, at sole discretion, repair or replace the non-conforming product and/or provide additional parts as reasonably necessary to comply with our warranty obligations. To initiate a warranty claim, you must promptly notify us in writing upon discovering any defect or nonconformance, providing clear details of your warranty claim.Once we have reviewed your claim and authorized the return, we will provide you with service data and/or a Return Material Authorization (“RMA”).This may include biohazard decontamination procedures and other product-specific handling instructions, which you must follow. For valid warranty claims timely made in accordance with this Agreement, you must return the non-conforming products to us, unless we agree otherwise, and we will prepay the shipping costs for returning the non-conforming products. For equipment only, we may choose to provide you with new or refurbished replacement parts at our discretion. All replaced parts will become our property. Repaired or replacement products will be shipped to you according to the Delivery terms in Section 6 of these Terms.

9.7Third Party Products. We do not provide support or warranties for products manufactured or supplied by third parties that you purchase through any of our sales channels. Such purchases are governed solely by the terms and conditions of the third-party manufacturer or supplier. For any third-party products, you must directly contact the relevant manufacturer or supplier for product support, warranty coverage, and to make warranty claims. However, to the extent permitted by the original manufacturer or third party supplier, we will assign to you any warranty rights we may receive from them for the applicable products.

11.1 Definitions. With respect to any software products incorporated into or forming a part of our products, you acknowledge and agree that such software is licensed to you, not sold. Any reference to"purchase", "sell" or similar terms in relation to the software shall be interpreted as "license", and references to "you" shall mean "licensee". All rights, title, and interest in and to the software remain with us or our licensors, as applicable.

11.2 License. We hereby grant to you a royalty-free, non-exclusive, non-transferable license, without the right to sublicense, to use software provided under this Agreement solely for your internal business purposes and only in conjunction with the hardware products supplied by us. You may also use the related documentation solely for your internal business purposes. This license will automatically terminate when your lawful possession of the associated hardware ceases, unless earlier terminated as set forth in this Agreement.

11.3 Restrictions. You agree to: (a) hold the software and related documentation in confidence and not to sell, transfer, license, loan or otherwise make available to any third party and (b) refrain from disassembling, decompiling, or reverse engineering, copying, modifying, enhancing, or otherwise altering the software without our prior written consent. We will be entitled to terminate this license immediately if you fail to comply with these restrictions.

11.4 Return of Software and Documentation. Upon termination of this license, you agree to immediately return to us all software products, related documentation, and copies or portions thereof provided hereunder.

11.5 Third Party Software. The warranty and indemnification provisions set forth in this Agreement do not apply to third-party software products we provide to you. However, to the extent permitted by the original developer or third-party supplier, we will assign to you any warranty rights we receive from them for the applicable software products.

12.1 Use Limitations. As between you and us, we exclusively own all intellectual property rights relating to our products and services. Unless we expressly state otherwise in the applicable Supplementary Terms, the sale of products to you grants only a limited, non-transferable right to use the purchased quantity of products solely for your internal research purposes.No rights to transfer, reverse engineer, decompile, disassemble, distribute, resell, or otherwise exploit our products or any of their components are granted, whether expressly, by implication, or by estoppel. Unless expressly authorized by us in writing, you may not modify, alter, remove, cover, or obscure any branding, trade or service marks on the products. Nothing in the Agreement limits our ability to enforce our intellectual property rights.

12.2 Commercial Applications; Additional Rights. Unless expressly stated otherwise in the applicable Supplementary Terms, our products are not authorized foruse in any commercial application, including but not limited to: (a) manufacturing or quality control processes, (b) commercial services such as reporting the results for a fee or other consideration, (c) in vitro diagnostic uses, (d) ex vivo or in vivo therapeutic uses, or (e) any type of consumption by or application to humans or animals. If you require rights for commercial use of our products (including the right to perform fee-based services), you may contact us to obtain those rights. Where your use of our product falls outside the scope of the Agreement, it is your sole responsibility to secure necessary Additional Rights.

12.3 Intellectual Property Ownership. Unless otherwise specified in the applicable Supplementary Terms, we exclusively own all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for us - whether solely or jointly with you - related to processes, designs and methods used in the manufacture of custom products. You agree to transfer and assign to us all your rights, title, and interest you may have in jointly created intellectual property. Upon our request and at our expense, you will assist us in securing and recording our rights in such intellectual property.

12.4 Intellectual Property Infringement.To prevent claims of intellectual property infringement, if we believe a product sold to you may be subject to such a claim, we may, at our sole discretion: (a) obtain for you the right to continue using the product; (b) substitute the product with a suitable alternative product with similar functionality; or (c) require you to return the product to us, in which case we will refund the purchase price you paid. For equipment, the refund may be reduced by a reasonable amount to account for depreciation, wear and tear, or obsolescence.

13.1 Declining to Make or Deliver. If you request that we design or manufacture a custom product, we reserve the right to decline to proceed with the design or manufacturing process at any stage if we determine that the product is unsuitable or commercially impractical to manufacture as specified. If we decline to proceed, we will notify you, and you will not be obligated to pay for any expenses incurred by us in connection with the declined product. If a custom component or material provided by you fails, we may delay or cancel the delivery of the custom product without liability to us.

13.2 Your Responsibilities. By submitting an order for a custom product, you represent and warrant that: (a) you have provided us with all known information regarding any biological, radiological, and chemical hazards associated with the handling, transport, exposure to, or use of the materials you supply to us; and (b) you possess the necessary rights, including but not limited to intellectual property rights, to authorize the manufacture of the custom product as specified.

16.1 Items. You acknowledge that each product and any related software and technology, including technical information we supply you, including those contained in product documents (collectively “Items”), is subject to U.S., EU and local government export controls.

16.2 Export Controls. Applicable export controls may include, but not limited to, those of the Export Administration Regulations (EAR) of the U.S. Department of Commerce, which may impose restrictions or licensing requirements on the export of Items from the United States and their re-export from other countries.

16.3 Compliance Requirements. You must comply with the EAR, and all other applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any Item. You must not, directly or indirectly, without first obtaining the required license to do so from the appropriate U.S. government agency; (a) export, re-export, distribute or supply any Item to (a) any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government; (b) any person or entity who is involved in improper development or use of nuclear weapons or of chemicals/biological weapons, or missiles, or in terrorist activities. You will, if we request, provide information on the end user and end use of any Item you export or plan to export.

16.4 Audit Cooperation. You agree to fully cooperate with us in any official or unofficial audit, inspection, or inquiry related to applicable export or import control laws or regulations. You further agree to indemnify and hold us harmless against any claims, damages, or penalties arising from your or your consultants’, agents’ or employees’ violation of this Section 16.

17.1 No Assignment. You may not delegate any duties nor assign any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment will be void.

17.2Governing Law. The Agreement and performance under it will be governed by the laws of the Commonwealth of Massachusetts. In the event of any legal proceeding between you and us relating to the Agreement, neither party may claim the right to a trial by jury. Any action arising under the Agreement must be brought within one (1) year from the date that the cause of action arose. The United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.

17.3 Regulatory Restrictions. In addition to the restrictions set out in Section 12 of these Terms: (a) you must use our products in accordance with our instructions; (b) you are solely responsible for making sure that the way you use our products complies with applicable laws, regulations and governmental policies; (c) you must obtain all necessary approvals and permissions you may need; and (d) it is solely your responsibility to make sure the products are suitable for your particular use.

17.4 Uncontrollable Circumstances. We are not responsible or liable for failing to perform our obligations under the Agreement to the extent caused by circumstances beyond our reasonable control. In such situations, we may use our reasonable judgment to fairly allocate available products among our customers.

17.5 No Waiver; Invalidity. Our failure to exercise any rights under the Agreement is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement. No person other than you or us will have any rights under the Agreement.

17.6 Confidentiality. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions received from us as a result of discussions, negotiations and other communications between us in relation to our products or services.

17.7 Notices. Any notice or communication required or permitted under these Terms must be in writing and will be deemed received when personally delivered, or three (3) business days after being sent by certified mail, postage prepaid, to a party’s specified address.

17.8 Requirement to Reduce to Writing. No waiver, consent, modification, amendment or changes to the terms of the Agreement will be binding unless in writing and signed by both of us. Our failure to object to terms contained in any subsequent communication from you will not be a waiver or modification of our Agreement.

17.9Severability. Any provision of the Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.