Terms and Conditions of Service Related to All Cell Products

ACCEPTANCE

These Terms and Conditions of Service (this “Contract”) are the sole and exclusive terms and conditions that shall govern all orders related to cell products (the “Services”) from Cellular Engineering Technologies, Inc. (hereinafter referred to as the “Company” or “CET”). CET objects to and rejects all other terms and conditions contained in any document provided by the purchaser of the foregoing services (hereinafter referred to as “Purchaser,” “you,” or “you're”) at any time. The Purchaser will be deemed to have assented to this Contract by ordering the Services. No variation of these terms and conditions will be binding upon CET unless agreed to in writing and signed by an authorized representative of CET.

PAYMENT TERMS

Both CET and Purchaser agree that Purchaser is not paying for the cell products themselves but rather for the services related to providing them. Such services may include but are not limited to processing, quality control testing, cryopreservation, storage, distribution, shipping, and other services. Payments over USD $2,000 must be made by cheque, wire transfer, or other settlement means, excluding credit cards. CET retains the right to apply a surcharge for processing any credit card payments over this amount.

All invoices are issued at the time of shipment and are payable within thirty (30) days thereafter unless otherwise required by CET. Payments should be made in accordance with the instructions on the invoice issued to you. Please contact us for bank account details when submitting remittance by bank wire transfer.

Any products and services tax, sales tax, use tax, manufacturers tax, occupation tax, excise tax, value added tax, duty, customs, inspection or testing fee, or any other tax, fee, or charge of any nature imposed by any government authority or measured by the transaction between CET and Purchaser will be paid by Purchaser in addition to the purchase price. If CET is required to pay any such tax, fee, or charge, then the Purchaser will reimburse CET immediately upon receiving a written request from CET.

If the Purchaser fails to make any payment when due under this Contract, then the Purchaser will pay to CET interest on the amount unpaid from the date when payment is due until payment is made at the rate of 1.5% per month compounded monthly (equivalent to 19.56% per annum), calculated and payable monthly, as well after as before any judgment.

PRICES

Please contact CET or your local distributor for a current price list for the Services. Prices are subject to change without notice.

SHIPPING & DELIVERY

North America: All Canada and U.S. orders are shipped from a CET facility in North America FOB Origin, Prepay, and Add (Uniform Commercial Code). Under this term, CET takes responsibility for arranging for standard freight insurance on all shipments.

International: All CET international orders are shipped FCA Origin (Incoterms 2020). In addition, as provided for under FCA Origin, CET will act as a transportation agent and assume responsibility to arrange for and pay for transportation and standard freight insurance to the point of entry in the Purchaser's country and invoice the Purchaser for those costs.

For International shipments, the Purchaser assumes all responsibility for importing the product into the Purchaser’s country, including obtaining all required permits, licenses, or certificates. CET shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses, or certificates.

FOB Origin Collect (Canada and US): Upon request from the Purchaser, CET will ship Canada and US orders (FOB-ORIGIN, Collect) using the Purchaser's preferred courier and account number. CET recommends using FedEx for North American shipments. For orders shipped via the Collect method, CET is not responsible for remunerating product(s) under any circumstances, and all handling charges still apply and will be added to the Purchaser's invoice. CET will not pay any shipping costs nor pay for any damage to the product(s) that occurs during shipment. CET will have no responsibility for any delays after delivering the product(s) to the carrier. Purchaser will be solely responsible for any and all claims related to the carrier's shipment.

FCA Origin Collect (International): Upon request from the Purchaser, CET will ship International orders (FCA-ORIGIN, Collect) using the Purchaser's preferred courier and account number. CET recommends using UPS or DHL Express for European shipments. For orders shipped via the Collect method, CET is not responsible for remunerating product(s) under any circumstances, and all handling charges still apply and will be added to the Purchaser's invoice. CET will not pay any shipping costs nor pay for any damage to the product(s) that occurs during shipment. CET will have no responsibility for any delays after delivering the product(s) to the carrier. Purchaser will be solely responsible for any and all claims related to the carrier's shipment.

Please note that Harmonized System (HS) codes are only provided for information. Many variables, including end use and /or other provisions in your local country tariff, may impact whether or not the HS Code provided by CET is appropriate for your country. The importer is responsible for determining and submitting any import or export declarations. CET assumes no responsibility for the use of this information by the recipient for their import and export declarations.

CANCELLATIONS, CLAIMS & RETURNS

Once the Purchaser confirms a purchase order, changes may not be possible. If CET is directly and solely responsible for a shipping error, a replacement product will be shipped at no charge, or the Purchaser’s account will be credited. It is the Purchaser’s responsibility to examine all shipments thoroughly upon receipt. Claims for damages, errors, or omissions must be made within two (2) days of parcel delivery as recorded by the courier. CET reserves the right to deny a claim if it results from inappropriate usage or handling rather than a failure of the product to meet specifications as outlined on our Product Information Sheets, when used under normal conditions in your laboratory. Claims for custom products will not be approved if such product meets the specifications on the custom order form. Fresh cells are not eligible for return.

AUTHORIZED USES

All cell products are provided for laboratory Research Use Only, Not For Diagnostic or Therapeutic Use, and are not to be administered to humans. Cell products shall be used in accordance with all applicable laws, rules, and regulations, including but not limited to applicable privacy laws, and in accordance with any donor consent form, Product Information Sheet, or any other label or document shipped with or otherwise associated with any of the products. The Purchaser’s responsible for ensuring its use of the cell products is within the scope of the donor’s consent. Purchaser shall not sequence or otherwise use the cell products for the purpose of identifying the donor of the cell products or any genealogical analysis. Purchaser may only transfer sequencing or analytical data generated from the cell products to a third party on the condition that such third party will not use such sequencing or analytical data to identify the donor or for any genealogical analysis. A breach of this condition by the third party shall be deemed a breach of this Contract by the Purchaser.

NO RESALE

The Purchaser shall not make cell products or any portion of them, in any way, shape, or form, including as a component of another product available for the purpose of sale or further transfer to a third party, or alter or remove the product label and the CET mark of origin without the express written permission of CET.

INDUCED PLURIPOTENT STEM CELLS ("iPSCs")

iPSCs and their modifications (including but not limited to derivatives or iPSC-derived progeny) shall not be used or administered in (1) human subjects for human clinical use; (2) animals for veterinary use for therapeutic, diagnostic or prophylactic purposes or (3) any subject in relation to, without limiting the generality of the foregoing, clinical applications, cell therapy, transplantation, and/or regenerative medicines. iPSCs and their modifications (including but not limited to derivatives or iPSC-derived progeny) may not be used for monetization or commercialization purposes, including without limitation, used to, or with the goal to, perform services or supply products or rights, including in the manufacture of cellular therapies or other therapeutics, for monetary gain or the generation of royalties, revenues, sales or other valuable consideration. For clarity, iPCS and their modifications (including but not limited to derivatives or iPSC-derived progeny) may not be used for screening compounds, antibodies, proteins, or peptides, except for the purposes of target discovery, target validation or assay development, provided such activities and the results of such activities are not further used for monetization or commercialization purposes. It may be possible to obtain a further license for the prohibited uses referred to herein. Please contact support@celleng-tech.com for more details.

SUPPLEMENTAL TERMS AND CONDITIONS for iPSC-Derived Cells (hereby referred to as “iPSC-derived cells”)

CET has secured the rights to use, sell, and license to you the use of certain iPSC-derived cells for limited uses as set out below.

The iPSC-derived cells are for limited uses and carry additional terms and conditions beyond those that apply to most other purchases from CET.

Because different organizations or persons hold different rights related to the iPSC-derived cells, it is important that the rules for the use of the products are followed carefully. Failure to adhere to the terms and conditions referenced herein may result in intellectual property infringement. CET will not be liable if you infringe intellectual property rights.

By selling iPSC-derived cells to you, CET only grants you the non-exclusive rights to use the iPSC-derived cells per the Restricted Uses set out below and for no other purpose.

RESTRICTED USES OF iPSC-Derived Cells

iPSC-derived cells shall not be used or administered in (1) human subjects for human clinical use; (2) animals for veterinary use for therapeutic, diagnostic, or prophylactic purposes; (3) any subject in relation to, without limiting the generality of the foregoing, clinical applications, cell therapy, transplantation, and/or regenerative medicines; or (4) the development of human diagnostic products, including in-vitro diagnostics.

In some cases, iPSC-derived cells may be used for further sale, distribution, transfer, or manufacture of related products for sale, including cell culture medium, in the provision of services, information, or data to third parties, or licensing for financial gain. In such cases, advance written permission from CET is required and can be requested by email at info@celleng-tech.com.

PRODUCTS ARE FOR RESEARCH USE ONLY AND ARE NOT INTENDED FOR HUMAN OR ANIMAL DIAGNOSTIC OR THERAPEUTIC USES UNLESS OTHERWISE STATED.

Applicability of other terms and conditions for IPSC-derived Cells

CET’s standard “TERMS AND CONDITIONS OF SERVICE RELATED TO ALL CELL PRODUCTS” (“Standard Terms”) found at [https://www.CET.com/terms-and-conditions-general] also apply to iPSC-derived cells purchases. These iPSC-derived cells-specific terms and the Standard Terms are meant to apply with equal force, with these iPSC-derived cells-specific terms supplementing the Standard Terms.

CATALOGUES, PRICE LISTS, AND ADVERTISEMENTS

Any descriptions or illustrations contained in CET’s catalogs, price lists, and advertisements or otherwise communicated to Purchaser are intended merely to present a general idea of the products and services so described. Nothing contained in any of them will form any part of this Contract.

WARRANTY

Cell products supplied by CET are warranted to meet the specifications provided on our Product Information Sheets and/or Certificates of Analysis when used as directed per CET protocols as defined in the Product Information Sheets under normal conditions in your laboratory for the period from the date of their delivery to the cell product’s labeled expiration date (the “Product Warranty Period)”. Should any cell product fail to perform as specified during the Product Warranty Period, CET will credit the purchase price of the Services in relation to the nonconforming cell product to the Purchaser’s account or replace the cell product free of charge. This exclusive warranty limits our liability to the replacement of the cell product or, at our option, full credit of the original purchase price of the Services in relation to the cell product. ANY PRODUCT OR SERVICE NOT COVERED BY AN EXPRESS WRITTEN WARRANTY IS SOLD “AS IS” WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. A warranty will not apply to a cell product that fails to perform its specific function due to misuse, improper storage, use beyond the expiry date, or accidental damage.

DISCLAIMER

THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY CET IN CONNECTION WITH THE PRODUCT AND IS, WHERE PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THE PRODUCT, HOWEVER ARISING (WHETHER BY CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE), INCLUDING, WITHOUT RESTRICTION, ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THAT IT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, WILL BE LIMITED IN DURATION TO THE WARRANTY PERIOD STIPULATED UNDER THE ABOVE LIMITED WARRANTY.

IN NO EVENT WILL CET BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ANY ECONOMIC LOSSES OF ANY KIND, ANY LOSS OR DAMAGE TO PROPERTY, ANY PERSONAL INJURY, ANY DAMAGE OR INJURY ARISING FROM OR AS A RESULT OF MISUSE OR ABUSE, OR THE IMPROPER STORAGE, USE BEYOND EXPIRATION DATE, ACCIDENTAL DAMAGE TO THE PRODUCT OR ANY COSTS ARISING FROM THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE, THE PRODUCT, OR OTHERWISE ARISING OUT OF OR RELATED TO THE SERVICES OR THIS CONTRACT, HOWEVER ARISING (WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE).

INDEMNITY

Purchaser shall, at your own expense, indemnify, defend and hold CET, its directors, officers, employees, agents, successors and assigns (“CET Indemnitees”), harmless from and against any and all losses, costs, damages and expenses (including, reasonable attorneys’ fees and other costs of defending any action) (collectively, “Losses”) that we may incur in any way arising out of or relating to (a) any breach by you of your obligations under this Contract, (b) any use of the cell products not in compliance with the uses stated in the Product Information Sheets, (c) any failure of you to comply with good laboratory practice, laws, regulations, guidelines or decisions in the handling or use of the cell products, (d) any violation or infringement of any patent, trade secret, copyright, trademark, industrial design, licenses, or other intellectual or proprietary rights (“Intellectual Property Rights”) of a third party by you in the handling or use of the cell products, or (e) any other use or misuse of the cell products by you including without limitation any claim of product liability or any similar claim relating to the quality of the products or an alleged defect or deficiency in the products.

SAFETY STATEMENT

Purchaser acknowledges that some of the products may be hazardous or present a safety risk as outlined in any Safety Data Sheet, Product Information Sheet, or any other label or document shipped with or otherwise associated with any products. Purchaser agrees to use, store and otherwise handle the products with such care and take such safety precautions as are necessary or appropriate in each case. In no event shall CET be liable for any personal injury or any other damages arising from or as a result of the use, handling, misuse, or mishandling of the products.

GDPR

You agree that using your contact information by CET is necessary to perform this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.

PRIVACY POLICY

Purchaser acknowledges and accepts that the terms of CET’s privacy policy are incorporated by reference hereto, and Purchaser consents that CET may collect and use certain information in accordance with this policy (https://www.CET.com/privacy-policy).

INFORMATION COLLECTION

CET collects personal information, including names, email addresses, phone numbers, and physical addresses, for the purpose of maintaining relationships with our customers. Personal information may be shared with CET's business partners to provide customers with the most efficient and effective service. Our business partners are held to strict confidentiality obligations related to personal information, and they include but are not limited to, HubSpot, Adobe, QuickBooks, data processors, software as a service (SaaS), web service providers, event management solutions, and commerce integrators. You have the right to opt out of having your personal information collected, and you may request that CET delete all of your collected personal information. Please email your request to info@celleng-tech.com or call our main phone line at (319) 665-3000.

INTELLECTUAL PROPERTY RIGHTS

CET has not verified the possible existence of third-party Intellectual Property Rights, which might be infringed due to product manufacture, use, sale, offering to sale, or import. CET shall not be held liable for any loss or damages. The sale shall not, by implication or otherwise, convey any license under any intellectual property right, and the Purchaser expressly assumes all risks of any intellectual property infringement. Nothing in this Agreement will be construed as an assignment to Purchaser of any Intellectual Property Rights in or to the products. All Intellectual Property Rights in or to the products are and will remain the sole and exclusive property of CET and are reserved by CET.

ENTIRE AGREEMENT, INCONSISTENT DOCUMENTS

This Contract and any invoice, statement of work, or the like (if any) issued by CET to which this Contract is attached and/or which includes this Contract constitutes the complete and entire statement of all terms, conditions and representations of the agreement between CET and Purchaser with respect to its subject matter. Any proposal for additional or different terms from those in this Contract or documents as aforesaid or any attempt by Purchaser to vary in any degree any of the terms of this Contract or any other document is hereby objected to and rejected, but such proposals shall not operate as a rejection of this Contract, which shall be deemed irrevocably accepted by Purchaser without said additional or different terms, unless CET specifically agrees to same in writing. Any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought.

INVALIDITY OF PARTICULAR PROVISION

If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, bylaws or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.

ARBITRATION

All disputes arising out of or in connection with this Contract, or in respect of any defined legal relationship associated therewith or derived therefrom shall be referred to and finally resolved by arbitration under the Delaware Uniform Arbitration Act. The place of arbitration shall be the state of Delaware. This Section will not apply to any action or proceeding by CET to collect any payment due to it under this Section. Further, either party will have the right to apply to a court of competent jurisdiction for a preliminary or interim injunction or other equitable relief to preserve the status quo or prevent irreparable harm pending resolution of the matter by arbitration.

GOVERNING LAW

This Contract shall be governed by and be construed in accordance with the laws of the State of Delaware and the laws of the United States of America applicable therein without regard to conflicts of law that would apply a different body of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Contract.

COMPLIANCE WITH LAWS

You agree that you are solely responsible for complying with all laws and regulations in your country related to the sale of Products.