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Terms and Conditions for Sale of Products

Version F | 08/2026 | Document No.: SLT03 | Downloadable PDF↗

These General Terms and Conditions for Sale of Products (the “Terms and Conditions”) apply to sales by CellMosaic, Inc. (“CellMosaic”). “Customer” means the person or entity purchasing a product from CellMosaic.

1. Pricing, Taxes & Payment

(a) Pricing is as stated on the CellMosaic website or in a written quotation issued by CellMosaic. CellMosaic reserves the right to adjust its pricing at any time based on product complexity, the cost of materials, or other relevant factors; provided, however, that a pricing change will not apply retroactively to an order already accepted by CellMosaic. The Customer should refer to the CellMosaic website for the most current pricing. Discount pricing may be available for multiple orders of certain products or for large-scale synthesis. Please contact CellMosaic regarding the availability of these discounts.

(b) Unless otherwise stated in a quotation, each quotation issued by CellMosaic will expire ninety (90) days after its date of issuance.

(c) Unless otherwise expressly stated in writing by CellMosaic, all prices exclude shipping and handling charges and all sales, use, excise, value-added, goods and services, withholding, customs, import, and similar taxes, duties, levies, and governmental charges. The Customer is responsible for paying all such amounts arising from the sale, shipment, importation, or use of the products, except for taxes imposed on CellMosaic’s net income. If the Customer claims a tax exemption, the Customer must provide CellMosaic with a valid and properly completed exemption certificate before the applicable invoice is issued. If applicable law requires the Customer to deduct or withhold any tax from a payment to CellMosaic, the Customer shall increase the payment by the amount necessary so that CellMosaic receives the full amount it would have received had no deduction or withholding been required, except with respect to taxes imposed on CellMosaic’s net income.

(d) Unless otherwise agreed to by CellMosaic in writing, all invoiced amounts are due and payable within thirty (30) days after the Customer’s receipt of the applicable invoice. If an undisputed amount is not paid when due, CellMosaic may charge: (i) a one-time late administrative fee of fifty dollars ($50) per overdue invoice, intended to reimburse CellMosaic for reasonable administrative costs resulting from the late payment; and (ii) simple interest on the unpaid amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the payment due date until paid in full. The Customer shall reimburse CellMosaic for all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in collecting overdue amounts.

2. Orders, Changes & Cancellation

(a) All orders are subject to acceptance by CellMosaic. An order becomes binding only when CellMosaic issues a written order acknowledgment or ships the applicable product, whichever occurs first. CellMosaic may accept or reject any order in its discretion, including because of product unavailability, pricing or clerical errors, applicable legal or regulatory restrictions, or concerns regarding the Customer’s creditworthiness or payment history.

(b) These Terms and Conditions apply to every sale of CellMosaic products unless CellMosaic and the Customer have entered into a separate written agreement signed by authorized representatives of both parties that expressly governs the applicable sale. Any additional, inconsistent, or different terms contained in a Customer purchase order, procurement portal, acknowledgment, or other document are rejected and will not apply unless expressly accepted in a writing signed by an authorized representative of CellMosaic. CellMosaic’s acceptance or fulfillment of an order does not constitute acceptance of any such additional, inconsistent, or different terms.

(c) If there is a conflict among the documents governing an order, the following order of precedence will apply: (i) a separate written agreement signed by authorized representatives of CellMosaic and the Customer; (ii) CellMosaic’s written order acknowledgment; (iii) CellMosaic’s written quotation; and (iv) these Terms and Conditions. A Customer purchase order may establish the products, quantities, requested delivery information, and administrative billing information for an order, but its legal terms will not modify or supplement these Terms and Conditions.

(d) Except as provided in subsection (e), after CellMosaic accepts an order, the Customer may not cancel or modify the order without CellMosaic’s prior written approval. CellMosaic will not charge a cancellation fee for an approved cancellation made before the product is shipped. Once a product has been shipped, the order may no longer be cancelled, and any return will be subject to CellMosaic’s Return and Refund Policy, including any applicable restocking fee and return shipping costs.

(e) Orders for custom, personalized, made-to-order, special-order, or otherwise nonreturnable products are noncancelable after acceptance unless CellMosaic expressly agrees otherwise in writing. If CellMosaic approves the cancellation of such an order, the Customer shall pay all costs and commitments incurred by CellMosaic through the effective date of cancellation, including costs for labor, materials, third-party services, and noncancelable supplier commitments, up to the full purchase price of the cancelled portion of the order.

(f) Any Customer-requested change to an accepted order, including a change to product specifications, quantities, packaging, shipping instructions, or delivery dates, is subject to CellMosaic’s written approval. CellMosaic may adjust the price, delivery schedule, and other applicable terms to account for an approved change. If a requested change materially alters the order, CellMosaic may treat the request as a cancellation of the original order and the placement of a new order.

(g) CellMosaic may discontinue or modify a product at any time, allocate products or materials when supplies are limited, establish minimum order quantities, require full or partial prepayment, or suspend or withhold production or shipment if the Customer has overdue amounts or if CellMosaic reasonably determines that the Customer’s financial condition or payment history creates a risk of nonpayment. If CellMosaic discontinues or cannot supply a product after accepting an order, CellMosaic may cancel the affected portion of the order and refund any amount prepaid for that portion. Such refund will be the Customer’s sole remedy for the cancellation, except to the extent otherwise required by applicable law.

3. Shipping, Delivery & Risk of Loss

(a) Shipping Terms: Unless CellMosaic agrees otherwise in writing, CellMosaic will arrange shipment using a carrier selected by CellMosaic or requested by the Customer. Title to and risk of loss for each product will pass to the Customer when CellMosaic delivers the product to the carrier at CellMosaic’s shipping facility. CellMosaic’s arrangement of transportation or prepayment of shipping charges on the Customer’s behalf will not alter the transfer of title or risk of loss. The Customer is responsible for all shipping and handling charges unless otherwise agreed in writing.

(b) Shipping Insurance and Carrier Claims: Unless the Customer requests and pays for additional insurance before shipment, each shipment will be insured only to the extent of the carrier’s standard coverage, which is generally limited to $100. After risk of loss has transferred to the Customer, the Customer will bear the risk of any loss, delay, theft, temperature excursion, or damage occurring in transit and will be responsible for submitting any claim to the carrier or insurer. At the Customer’s reasonable request, CellMosaic will provide available shipping records and reasonable assistance with the claim. CellMosaic does not guarantee that a carrier or insurer will approve or pay any claim.

(c) Delivery Estimates and Delays: All shipping and delivery dates are estimates only and are not guaranteed. CellMosaic will not be liable for any delay or failure to manufacture, ship, or deliver a product resulting from circumstances beyond its reasonable control, including shortages of raw materials or supplies; supplier or carrier failures; transportation disruptions; severe weather or natural disasters; fire; flood; epidemic or pandemic; war; terrorism; civil unrest; labor disputes; governmental actions; changes in law; export, import, or sanctions restrictions; equipment failure; utility or telecommunications interruption; or other events beyond CellMosaic’s reasonable control. CellMosaic may extend the applicable delivery date for a reasonable period or cancel the affected portion of an order if performance becomes impracticable. If CellMosaic cancels an affected portion of an order, it will refund any amount prepaid for that portion.

(d) Inspection and Shipping Claims: The Customer shall inspect each shipment promptly upon delivery and before using the product. Visible damage, package tampering, shortages, incorrect products, or other readily apparent shipping discrepancies must be reported to CellMosaic in writing within two (2) business days after delivery. A suspected temperature excursion involving a refrigerated, frozen, or other temperature-controlled product must be reported immediately and in no event later than two (2) business days after delivery. Concealed shipping damage that could not reasonably have been discovered during the initial inspection must be reported in writing within ten (10) business days after its discovery. Each notice must include the applicable order and tracking numbers, a description of the condition or discrepancy, and reasonably available supporting evidence, including photographs of the product, shipping container, labels, packaging, and any temperature indicator or monitoring data. The Customer must retain the product and all original packaging materials until CellMosaic and the carrier have had a reasonable opportunity to inspect them and provide further instructions. The Customer shall not discard, return, or use a product that is the subject of a shipping claim without CellMosaic’s prior instructions. Failure to report visible damage, shortages, an incorrect product, or a reasonably discoverable temperature excursion within the applicable period will constitute acceptance of the shipment with respect to those shipping conditions. This acceptance will not waive a timely claim for a latent defect or a product’s failure to conform to its applicable specifications under CellMosaic’s Warranty, Return and Refund, or Replacement policies.

(e) International Orders: CellMosaic may ship products internationally only where the transaction is permitted by applicable law and CellMosaic’s policies. Certain products may be subject to destination, end-user, end-use, carrier, or other restrictions and may not be available for shipment to all countries or recipients. CellMosaic may request additional information or documentation before accepting or shipping an international order. International orders will generally be shipped using FedEx or DHL. Shipping charges will be added to the invoice, and a $25 documentation and handling fee will apply to each international order. Additional charges for special packaging, documentation, hazardous-material handling, or temperature-controlled transportation will also be added to the invoice, as applicable.

The Customer is solely responsible for acting as importer of record unless CellMosaic expressly agrees otherwise in writing. The Customer is responsible for all import authorizations, registrations, taxes, VAT, customs duties, brokerage fees, clearance charges, and other amounts imposed by the destination country, customs authority, or carrier. To facilitate customs clearance and delivery, the Customer shall provide CellMosaic with complete and accurate information requested for the shipment, which may include: (i) the Customer’s tax identification number; (ii) VAT number; (iii) EORI number for European Union shipments, if applicable; (iv) FedEx or DHL shipping account number, if available; and (v) the identity of the ultimate consignee, end user, and intended end use. (f) Export Controls and Sanctions. The Customer represents, warrants, and agrees that it will comply with all applicable United States and foreign export-control, economic-sanctions, customs, antiboycott, and import laws and regulations. The Customer will not directly or indirectly export, reexport, transfer, resell, release, divert, or use any CellMosaic product in violation of applicable law or for any prohibited destination, recipient, end user, or end use.

The Customer shall provide complete and accurate information concerning the purchaser, intermediate and ultimate consignees, end user, destination, and intended end use and shall promptly notify CellMosaic of any change to that information. The Customer is responsible for obtaining all licenses, permits, approvals, and other authorizations required for its receipt, importation, transfer, or use of the products.

The Customer will not use, transfer, or permit the use of any CellMosaic product in connection with the design, development, production, stockpiling, handling, or use of chemical or biological weapons, nuclear weapons, missile systems, or any other prohibited military, weapons, or proliferation-related activity. CellMosaic may screen any transaction and may delay, suspend, reject, or cancel an order or shipment if CellMosaic reasonably believes that the transaction may violate applicable law, require an unavailable governmental authorization, or present an unacceptable compliance risk. CellMosaic will not be liable for any resulting delay, suspension, rejection, or cancellation.

4. Return & Refund

(a) Return Authorization: All returns require CellMosaic’s prior written authorization and a return merchandise authorization (“RMA”) number. To request a return, replacement, or refund, the Customer must email orders@cellmosaic.com within thirty (30) days after delivery and provide the order number, product information, reason for the request, and any supporting information reasonably requested by CellMosaic. The Customer shall not return any product until CellMosaic issues an RMA number and provides return instructions. CellMosaic may refuse, return, or dispose of any product sent without prior authorization, at the Customer’s expense.

(b) Returns of Unopened Products: Subject to the exclusions below, the Customer may request authorization to return a new, unopened, and unused regularly stocked product within thirty (30) days after delivery. The product must remain in its original, undamaged packaging and must have been transported, handled, and stored in accordance with CellMosaic’s instructions. All approved returns of conforming products are subject to a restocking fee equal to ten percent (10%) of the product’s purchase price. The Customer is responsible for all costs and risks associated with returning the product.

(c) Nonreturnable Products: Unless CellMosaic determines that a product is defective, nonconforming, damaged during shipment due to CellMosaic’s error, or incorrectly shipped by CellMosaic, the following products are nonreturnable: (i) opened or used products; (ii) custom, personalized, made-to-order, or special-order products; (iii)  hazardous products or materials; (iv) refrigerated, frozen, temperature-controlled, or otherwise temperature-sensitive products, including products requiring storage at −20 °C or below; (v) products that have been altered, contaminated, damaged, or improperly transported, handled, or stored after delivery; and (vi) products returned more than thirty (30) days after delivery.

(d) Defective, Nonconforming, or Incorrect Products: The unopened-product requirement and the exclusions in subsection (c) do not prevent the Customer from making a properly supported claim under CellMosaic’s Warranty or applicable Replacement Policy. If the Customer reasonably must open or use a product to discover an alleged defect or nonconformity, CellMosaic may require the Customer to provide photographs, test results, storage and handling records, retained samples, or other information reasonably necessary to evaluate the claim. If CellMosaic confirms that a product was defective or nonconforming when shipped, or that CellMosaic shipped an incorrect product, CellMosaic will, at its option, replace the affected product or refund the purchase price paid for it. CellMosaic will pay or reimburse reasonable return shipping costs when CellMosaic instructs the Customer to return a product because of CellMosaic’s confirmed error. The remedies provided in this subsection are subject to the terms and limitations of CellMosaic’s Warranty.

(e) Hazardous and Temperature-Sensitive Products: The Customer shall not return a hazardous, contaminated, biological, temperature-sensitive, or otherwise regulated product unless CellMosaic expressly instructs the Customer in writing to do so. When CellMosaic determines that physical return is unsafe, impracticable, or unnecessary, CellMosaic may instruct the Customer to destroy or dispose of the product in accordance with applicable law instead of returning it. The Customer must provide a certificate or other reasonable evidence of destruction or disposal if requested by CellMosaic.

(f) Refund Amounts and Timing: Unless a return results from CellMosaic’s confirmed error, refunds will be limited to the purchase price paid for the returned product, less the applicable restocking fee. Original shipping and handling charges, special packaging charges, documentation fees, insurance charges, customs duties, brokerage fees, taxes, bank charges, and similar amounts are nonrefundable. CellMosaic is not responsible for recovering duties, taxes, or fees paid by the Customer to a governmental authority, carrier, broker, or other third party. CellMosaic will generally issue an approved refund within four (4) weeks after receiving and inspecting the returned product or, when physical return is not required, after completing its review of the claim and receiving any requested evidence of destruction or disposal. Bank processing times and U.S. holidays may affect when the refund becomes available to the Customer.

(g) Return Instructions and Processing: The Customer must package and ship each authorized return in accordance with CellMosaic’s instructions and clearly display the RMA number on the return documentation. CellMosaic will notify the Customer by email after receiving and processing the return. Issuance of an RMA number does not constitute approval of a refund, replacement, or warranty claim.

5. Replacement Policy for Kit Products

This policy applies to CellMosaic’s Personalized Conjugation Kit (PerKit®) and other kit products containing multiple individually packaged components and supplied with one or more checklists. The Customer shall inspect all kit components promptly upon delivery and compare the contents against the applicable checklist. Any missing, incorrect, visibly damaged, or transit-damaged component must be reported to CellMosaic in writing within five (5) business days after delivery. The notice must include the applicable order number, kit information, a description of the issue, and reasonably available supporting evidence, including photographs of the kit, affected components, shipping container, labels, packaging, and any visible damage. The Customer must retain the kit, affected components, shipping container, original packaging, and checklist until CellMosaic and, if applicable, the carrier have had a reasonable opportunity to inspect them and provide further instructions. The Customer shall not discard, return, or use an affected component without CellMosaic’s prior instructions. If CellMosaic confirms that a component was missing, incorrect, or physically damaged during transportation, CellMosaic will replace only the affected component unless CellMosaic determines that replacement of the entire kit is reasonably necessary. CellMosaic may decline a replacement request for a missing, incorrect, or visibly damaged component if the Customer fails to report the issue within five (5) business days after delivery or fails to preserve the relevant product and packaging. An issue discovered after the five-business-day reporting period, or an issue involving the performance, quality, or conformity of a kit or component rather than a missing, incorrect, or physically damaged component, will be evaluated under CellMosaic’s Warranty (Section 6) and Return & Refund (Section 4) provisions. The five-business-day reporting period does not limit a timely claim concerning a latent defect or nonconformity that could not reasonably have been discovered during the initial inspection.

6. Warranty

CellMosaic warrants to the Customer that each product will conform to its applicable specifications at the time of shipment. If a product does not conform to its applicable specifications, CellMosaic will, at its option, either replace the product or refund the purchase price paid by the Customer for the nonconforming product, provided that the Customer notifies CellMosaic within thirty (30) days after receipt and complies with CellMosaic’s return, inspection, testing, or disposal instructions. Replacement or refund is the Customer’s sole and exclusive remedy for a nonconforming product. EXCEPT AS EXPRESSLY STATED HEREIN, CELLMOSAIC MAKES NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 

7. Intellectual Property

(a) CellMosaic Technology: CellMosaic and its licensors retain all right, title, and interest in and to the products and all intellectual property embodied in or relating to the products, including product designs, compositions, formulations, reagents, methods, protocols, know-how, specifications, documentation, trademarks, and improvements. CellMosaic products and technologies, including AqT®, NeIon™, oxLink™, and sxLink™ marker or branding, may be protected by issued patents and pending patent applications in the United States and other jurisdictions. A current list of applicable patents is available upon request.

(b) Limited Right to Use: Purchase of a product gives the Customer only a limited, nonexclusive, nontransferable right to use the purchased product in accordance with these Terms and Conditions and the applicable product documentation. Except for this limited right, no license or other right under any CellMosaic patent, trademark, copyright, trade secret, know-how, or other intellectual property is granted expressly, by implication, estoppel, exhaustion, or otherwise, except to the extent that a right cannot lawfully be restricted.

(c) Restrictions: Except with CellMosaic’s prior written authorization, the Customer shall not reproduce, manufacture, copy, modify, reverse engineer, disassemble, deconstruct, or determine the composition or method of manufacture of a CellMosaic product, except to the extent that such a restriction is prohibited by applicable law. The Customer shall not remove, obscure, or alter any patent, trademark, proprietary-rights, safety, or regulatory notice appearing on a product, its packaging, or its documentation.

(d) Customer Research: As between CellMosaic and the Customer, the Customer retains ownership of its independently developed research data, experimental results, discoveries, inventions, drug candidates, assays, and other intellectual property resulting from its permitted use of a product, subject to CellMosaic’s ownership of and rights in the products and CellMosaic Technology. Nothing in these Terms and Conditions grants the Customer a license to practice CellMosaic intellectual property beyond the permitted use of the purchased product or constitutes a representation that the Customer’s activities will not infringe the rights of a third party.

8. Permitted Use & Restricted Use

(a) Permitted Internal Research: Subject to these Terms and Conditions, a Customer—including a biotechnology, pharmaceutical, diagnostic, academic, governmental, commercial, or nonprofit organization—may use a purchased CellMosaic product for its own internal laboratory research and development. Internal research and development may support the Customer’s commercial business, product-development program, regulatory research, or evaluation activities.

(b) Product Categories: For purposes of this section, CellMosaic products are classified as follows: (i) “Commercial-Use Restricted Products” are products incorporating or supplied using AqT®, NeIon™, oxLink™, sxLink™, or other proprietary CellMosaic technology and identified as subject to patent or commercial-use restrictions on the applicable CellMosaic product page at the time the Customer places the order. (ii) “Standard Products” are products not identified as Commercial-Use Restricted Products, including products using classical drug linkers and analytical or SEC standards. If a product is not identified as a Commercial-Use Restricted Product on the applicable product page when the Customer places the order, it will be treated as a Standard Product under this section.

(c) Product-Derived Material: “Product-Derived Material” means a conjugate or other tangible material created through the direct incorporation or application of a Commercial-Use Restricted Product. Product-Derived Material does not include the Customer’s independently developed research data, experimental results, general knowledge, discoveries, inventions, or materials that do not contain and were not directly produced using a Commercial-Use Restricted Product.

(d) Permitted Uses of Standard Products: Subject to applicable law and the Research Use Only provisions of these Terms and Conditions, the Customer may: (i) use a Standard Product for internal research, product development, analytical testing, quality control, or commercial-product release; (ii) develop, manufacture, use, sell, license, or otherwise commercialize an ADC, conjugate, assay, drug candidate, or other material created using a Standard Product; and (iii) use a Standard Product to provide research, analytical, screening, conjugation, manufacturing, or other services for a third party. These permitted uses do not authorize the Customer to resell or redistribute the Standard Product itself or, to the extent permitted by applicable law, reproduce, manufacture, copy, or reverse engineer any CellMosaic product. The Customer is solely responsible for determining and validating the suitability of a Standard Product for quality control or commercial-product release. Permission for such use does not constitute a representation that the Standard Product is GMP-certified, regulator-approved, or suitable for any particular regulated application.

(e) Restricted Uses Applicable to All Products: Except with CellMosaic’s prior written authorization, the Customer shall not sell, resell, distribute, lease, license, sublicense, or otherwise transfer a CellMosaic product in its original or substantially unchanged form to a third party. The Customer may provide a product to its employee or contractor solely for work performed on the Customer’s behalf, provided that the recipient is subject to use and confidentiality restrictions at least as protective as these Terms and Conditions.

(f) Commercial-Use Restricted Products: Unless CellMosaic provides prior written authorization or the parties enter into a separate commercial-use license, the Customer shall not: (i) sell, lease, license, sublicense, distribute, transfer, or otherwise commercialize a Product-Derived Material, or grant a third party any right to use a Product-Derived Material; (ii) use a Commercial-Use Restricted Product or Product-Derived Material to provide contract research, analytical, screening, conjugation, manufacturing, or other fee-for-service activities for a third party; or (iii) use a Commercial-Use Restricted Product or Product-Derived Material in the manufacture, processing, quality control, or release of a product intended for commercial sale. Notwithstanding subsection (f)(i), the Customer may provide Product-Derived Material to its employee or contractor solely for work performed on the Customer’s behalf, provided that the recipient does not obtain ownership or independent rights in the material and is subject to use and confidentiality restrictions at least as protective as these Terms and Conditions. Authorization for a restricted use may require a separate written commercial-use license and additional fees. The Customer may contact CellMosaic at orders@cellmosaic.com to request authorization.

9. Research Use Only (RUO)

(a) RUO Limitation: CellMosaic products are developed, designed, and sold for Research Use Only (“RUO”). Except for the analytical testing, quality control, and commercial-product release uses of Standard Products expressly permitted under Section 8(d), CellMosaic products and Product-Derived Materials are not intended or approved for use in diagnostic procedures; human or veterinary therapeutic applications; food, beverages, cosmetics, or household products; or direct or indirect administration to humans or animals. They may not be used for clinical diagnosis, patient management, transplantation, or consumption unless CellMosaic has expressly authorized the use in writing and all required regulatory approvals have been obtained.

(b) Qualified Personnel and Compliance: CellMosaic products must be received, stored, handled, used, transported, and disposed of only by qualified and appropriately trained personnel in suitable facilities. The Customer shall comply with all applicable laws, regulations, safety data sheets, product documentation, institutional requirements, and generally accepted laboratory practices. The Customer is solely responsible for evaluating each product’s suitability for its intended research, conducting appropriate risk assessments, establishing suitable safety procedures, and obtaining all permits, approvals, and authorizations required for its activities.

(c) Customer Responsibility and Indemnification: The Customer assumes responsibility for its use, storage, handling, transportation, and disposal of CellMosaic products and Product-Derived Materials. The Customer agrees to indemnify and hold harmless CellMosaic and its officers, directors, employees, and agents from and against losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from: (i) the Customer’s use, storage, handling, transportation, or disposal of a CellMosaic product or Product-Derived Material; (ii) the Customer’s use of a product for a purpose not expressly permitted under these Terms and Conditions; or (iii) the Customer’s failure to comply with applicable law, product documentation, or these Terms and Conditions, except to the extent that the applicable loss was caused by CellMosaic’s gross negligence or willful misconduct.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CELLMOSAIC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, RESEARCH, USE, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO A PRODUCT, AN ORDER, OR THESE TERMS AND CONDITIONS, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CELLMOSAIC WAS ADVISED OF THEIR POSSIBILITY.

CELLMOSAIC’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO A PARTICULAR PRODUCT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER FOR THE PRODUCT GIVING RISE TO THE CLAIM.

These exclusions and limitations apply regardless of the legal theory of the claim, including contract, warranty, tort, negligence, strict liability, or statute, and notwithstanding the failure of any limited or exclusive remedy to achieve its essential purpose. They do not apply to CellMosaic’s fraud, gross negligence, or willful misconduct, or to any liability that cannot lawfully be excluded or limited.

11. Governing Law

These Terms and Conditions and all disputes arising out of or relating to them, an order, or a product shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party consents to the exclusive jurisdiction of the state and federal courts located in Massachusetts and waives any objection based on venue or inconvenient forum. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

12. Miscellaneous

(a) Entire Agreement: The documents identified in the order-of-precedence provision constitute the entire agreement between CellMosaic and the Customer concerning the applicable order and supersede prior or contemporaneous communications concerning that order.

(b) Amendments: No amendment is effective unless in writing and signed by authorized representatives of both parties. No waiver is effective unless in writing and signed by an authorized representative of the party granting the waiver. CellMosaic may update these Terms and Conditions by posting a revised version on its website. Updated terms will apply only to orders accepted after the effective date of the revised terms unless otherwise agreed in writing.

(c) Assignment: The Customer may not assign or transfer an order or its rights or obligations under these Terms and Conditions without CellMosaic’s prior written consent. CellMosaic may assign its rights and obligations to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of the applicable business or assets.

(d) Severability and Waiver: If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain in effect. A failure or delay in enforcing any provision does not constitute a waiver.

(e) Notices: Formal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the addresses stated in the applicable order acknowledgment or otherwise designated in writing. Routine order communications may be sent by email.

(f) Electronic Communications: Electronic orders, acceptances, signatures, acknowledgments, and records will have the same effect as their paper equivalents to the extent permitted by applicable law.

(g) No Third-Party Beneficiaries: Except for persons expressly protected by the warranty disclaimer, indemnification, or limitation-of-liability provisions, these Terms and Conditions do not create rights in any third party.

(h) Survival: Provisions concerning payment, taxes, intellectual property, restricted use, indemnification, warranty disclaimers, limitation of liability, governing law, and dispute resolution will survive completion, cancellation, or termination of an order.

(i) Headings: Section headings are for convenience only and do not affect interpretation.

(j) Force Majeure: CellMosaic is not liable for delay or failure caused by circumstances beyond its reasonable control, including material or supply shortages; supplier, subcontractor, or carrier failure; transportation disruption; severe weather or natural disaster; fire; flood; epidemic or pandemic; war; terrorism; civil unrest; labor dispute; governmental action; change in law; export, import, or sanctions restriction; equipment failure; or utility or telecommunications interruption. The affected party shall provide reasonable notice, and the schedule will be extended for a reasonable period.