GENERAL TERMS

1. These outlined terms and conditions below regarding sale and delivery from Cytologics LLC (“Cytologics”) apply to all contracts of supply between Cytologics and any individual or entity that purchases or seeks to purchase any products and services from Cytologics (“Customers”).
2. By accepting or using goods and services supplied by Cytologics, Customer agrees to the terms and conditions of sale and delivery. If Cytologics and Customer entered into a formal agreement containing specific terms covering the sale of such products and services, the terms and conditions of the written agreement shall govern.
3. These terms and conditions constitute the entire agreement between Cytologics and the Customer (the “Agreement”), except as to price and quantity. All terms that conflict with any term provided in these terms and conditions, including any conflicting terms appearing in a purchase order submitted by a Customer, shall be void, unless agreed to in writing and signed by an authorized agent of Cytologics. Customer agrees that fulfillment of any purchase order submitted to Cytologics shall not constitute an agreement to any terms contained in a purchase order that conflict with these terms and conditions.
4. Any amendment to the terms and conditions of sale and delivery must be confirmed in writing by Cytologics.

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ORDERING INFORMATION

1. Orders will be accepted by phone, by mail, by email or online:
   • Phone: 1-866-298-6077
   • Mail: Cytologics LLC, 4231 Balboa Ave, San Diego, CA 92117
   • Email: info@cytologicsbio.com
   • Online: https://cytologicsbio.com
2. When placing an order, Customer must submit our Cytologics Product Order Form (“Order Form”). This Order Form includes information such as shipping address, phone number, name of whom the shipment should be addressed to, a billing address, and method of payment.
3. For fresh products from random healthy donors and various disease patients, the following lead times are standard:
   • Fresh Normal Peripheral Blood products – 1-2 week lead time
   • Disease-state products – discussed upon request
4. For cryopreserved products already in inventory, Cytologics will ship the product within one to two days of receiving all required forms: signed Order Form and PO or Credit Card information.
5. For custom products, Cytologics may require additional lead time to recruit donors that meet Customer’s specifications. Lead time period will be discussed upon order request.
6. Cancellation/Change orders must be made in writing and mutually agreed by Cytologics and Customer.
7. Donor screening tests are performed with each donation. Fresh products are shipped pending test results. Cryopreserved products are shipped tested. Serological and infectious disease testing is performed with every healthy donor collection. All Cytologics products should be accorded the same level of biosafety consideration as cells known to carry HIV. Even a negative test result may leave open the possible existence of a latent viral genome.

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DELIVERY CONDITIONS

1. All orders are shipped FedEx Priority Overnight unless otherwise specified.
2. Scheduling, shipping, and delivery are arranged based on Customer’s request. Title and risk of loss shall pass to Customer upon delivery to the carrier. Cytologics is not responsible for product degradation resulting from delivery delays attributed to carrier.
3. Cytologics is not responsible for delivery delays due to reasons outside of our control, including acts of God, war (declared or undeclared), action of any governmental authority, riots, revolutions, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, epidemics, strikes, or courier related delivery failures for whatever reason.
4. Cytologics is not responsible for international delivery delays due to customs.
5. International Customers will be responsible for complying with applicable import regulations related to the receipt of shipments of biological products.
6. Delivery times for domestic and international shipments can be estimated, however, they are not guaranteed or legally binding.
7. For cryopreserved orders greater or equal than $3,000 and shipped within the United States, Cytologics recommends shipping in a Liquid Nitrogen (LN2) dry shipper. If Customer waives and requests shipment on dry ice and product is compromised due to shipment conditions or delays, Cytologics will not issue a refund or replace the product. All cryopreserved orders shipped internationally are shipped in a Liquid Nitrogen (LN2) dry shipper.

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ACCEPTANCE

1. For cryopreserved products, customer shall inspect the delivered products and notify Cytologics of any claims for shortages, overshipment, defects, or damages within 14 days; please supply pictures and/or type of evidence. Any product not rejected within the 14 days period will be deemed to be accepted by Customer. Customer must ship defective or damaged product back to Cytologics – please contact Cytologics to arrange shipment.
2. For fresh products, customer shall inspect the delivered products and notify Cytologics of any claims for shortages, overshipment, defects, or damages within 24 hours; please supply pictures and/or type of evidence. Any product not rejected within the 24 hour period will be deemed to be accepted by Customer. Customer must ship defective or damaged product back to Cytologics – please contact Cytologics to arrange shipment.

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PRICE POLICY

1. Cytologics’s prices are subject to change any time without prior notification to Customer. Please contact Cytologics to confirm current pricing or receive a quote with customized pricing.
2. All shipping and handling charges will be indicated on the invoice. Shipping and handling charges vary according to the weight and size of the package and delivery service options selected.
3. All prices quoted are net prices. Sales tax, duty, or other fee imposed by a government authority will be added where applicable and paid by Customer.

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PAYMENT TERMS

1. Payment is to be made in full to Cytologics within 30 days of date of invoice.
2. Cytologics only accepts payment in US currency. Payments in the form of company checks, cashier checks, money orders, and credit cards (American Express, Master Card, Visa) are accepted. Please make checks payable to Cytologics LLC.
3. International orders must be prepaid with wire transfer, ACH, or credit card before shipment. Foreign currency will not be accepted.
4. A late charge equal to the lesser of 1.5% per month or the maximum amount permitted under applicable law will be added to outstanding balances which remain unpaid 30 days from date of invoice.
5. In the event Customer’s account balance at any time is 90 or more days past due, Cytologics will not process any new orders until all sums past due and fees are paid in full. Cytologics will use all equitable means to resolve any billing discrepancies. Please make your payments on time.
6. After all efforts to achieve resolution have been exhausted, Cytologics may pursue legal avenues to collect unremitted debt and Customer shall pay all actual costs, including reasonable attorney’s fees, incurred to enforce this term.
7. If Cytologics’s Payment Terms are not complied with or if Cytologics has justifiable concerns regarding customers willingness or ability to pay, Cytologics is authorized to consider any contract with Customer null and void and demand for the return of delivered goods in the same condition they were shipped. Customer will be responsible for the cost of the shipment back to Cytologics. In addition, all other outstanding claims will become due. Justifiable concerns include, but are not restricted to, initiation of insolvency or bankruptcy proceedings, deterioration of financial circumstances, and default of payment for any other reason.

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PRODUCT USE

1. All biological products received from Cytologics are for RESEARCH USE ONLY; not for use in diagnostic or therapeutic procedures, or on human beings or animals, or for private use. Any misuse of Cytologics products for any purpose other than intended will have legal ramifications.
2. Cytologics will not be liable for the improper use of any biological product provided. Cytologics delivers products to academic teaching and research institutions, commercial enterprises, and scientific researchers for research use only. Any sign of improper use of biological products will result in the refusal of future delivery and the immediate termination of contractual relationship.
3. Cytologics does not support and will not be liable for any research in violation of any ethical, legal, or governmental standards by our customers within the US or internationally.
4. Customer will comply with all laws, rules and regulations applicable to the handling, use and disposal of biological products received hereunder, including, as appropriate, obtaining Institutional Review Board approval to use biological products received hereunder. Customer also agrees to comply with such policies as Cytologics may proscribe from time to time in connection with Customer’s use of Cytologics products.
5. Customer will allow use of Cytologics’s products only by members of Customer’s research team under direct supervision of the supervisor in charge, and only after such members have been informed of and agree to the provisions and restrictions stated herein.
6. Customer will not contact or make any effort to identify individuals who are or may be the sources of biological products, without specific written approval from Cytologics.
7. Cytologics’s products are not intended for re-sale in the United States or foreign countries under any circumstance.
8. Any transfer of Cytologics’s products to any third party other than Customer requires prior written authorization from Cytologics.

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REPRESENTATIONS AND WARRANTIES

1. Cytologics represents and warrants that it has:
   • Obtained ownership rights to biological products in compliance will all applicable laws and regulations.
   • Complied with all applicable US and International regulatory, state, and federal rules and regulations relating to handling, exporting, importing, and use of biological products.
2. Cytologics warrants that the biological products will meet the claimed product specifications, such as viability, quality, number of viable cells, sterility, and purity.
3. Cytologics maintains a customer satisfaction guarantee and will replace all products free of charge that do not meet the specifications claimed on the certificate of analysis provided to Customer. Products that have been misused or be considered unusable due to improper storage or handling will not be covered under our warranty. Cytologics is not responsible for product degradation resulting from delivery delays attributed to carrier.

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LIMITATION OF LIABILITY

To the fullest extent permitted by law, Customer shall assume all liability for any loss, liability, damage or expense that may arise from Customer’s use, storage, transfer, processing or disposal of products supplied by Cytologics. Customer agrees to indemnify and defend Cytologics for any claim or suit for injury, and any expense incurred including attorney’s fees resulting from the Customer’s handling of products while in the control of, or after the transfer by, the Customer. In no event shall Cytologics be liable to customer or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, loss of goodwill or business reputation, business interruption, loss of data, or loss of business information) arising out of or connected in any way with this Agreement, or for any claim by any third party, even if Cytologics has been advised of the possibility of such damages. The total liability of Cytologics to customer for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) arising out of or connected in any way with this Agreement shall not exceed the amounts actually paid by customer to Cytologics pursuant to this agreement during the four (4) months prior to the event causing liability. No action by customer arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.

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INDEMNIFICATION

Customer assumes all liability for damages that may arise from Customer’s use of the products provided by Cytologics, including any handling, storage, transfer, or disposal thereof. Cytologics will not be liable for any loss, liability, claim or action Customer may incur due to or arising from any such use. Customer shall defend, indemnify and hold harmless Cytologics, its officers, directors, employees, agents, successors and assigns from and against any and all loss, liability, claim or action arising out of or resulting from any third party claim, suit, action or proceeding that arises out of or results from Customer’s breach of any covenant or obligation of Customer, or Customer’s use of the products provided by Cytologics.