TERMS AND CONDITIONS OF SALE Basis of Contract. The terms and conditions of sale (“Terms & Conditions”) listed here apply to the contract (“Contract”) between Vector Laboratories [ ] ("Seller") and the buyer (“Buyer”) of the products (“Products”) supplied by the Seller. These Terms & Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Orders submitted on Buyer's purchase order or other documents which contain terms or conditions modifying, adding to, or inconsistent with these Terms & Conditions (other than any formal written contract between Seller and Buyer, as further set forth below) shall not be binding and these Terms & Conditions shall be the sole terms and conditions that govern the Contract. If these Terms and Conditions are not acceptable to the Buyer, Buyer must notify the Seller immediately, in writing. No variation of these Terms & Conditions will be binding upon Seller unless agreed to in writing and signed by an officer of Seller. If Seller and Buyer have heretofore entered into a formal written contract (e.g., a master supply and/or license agreement) containing specific terms covering the sale of such products, the terms and conditions of such formal written contract shall govern. The Buyer’s order (“Order”) for the Products constitutes an offer by the Buyer to purchase the Products in accordance with these Terms & Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate. The Order shall only be deemed to be accepted when the Seller issues a written acceptance and/ or acknowledgement of the Order, at which point the Contract shall come into existence. Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force. A quotation for the Products given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 business days from its date of issue. Changes. Orders arising hereunder may be changed or amended only by written agreement by both Seller and Buyer. Buyer may not cancel an Order unless Seller expressly agrees to such cancellation. In such an event, Seller will advise Buyer of the total charge for such cancellation, and Buyer hereby agrees to pay such charges, including but not limited to storage and shipment costs, costs of producing non-standard materials, cost of purchasing nonreturnable materials, and any other cost resulting from cancellation of an Order which is incurred by Seller or otherwise charged by Seller in accordance with its standard practices, without any set-off or other deduction howsoever. Warrantees/Returns. Seller warrants that its Products shall conform in all material respects to the description of such Products. The risks as to the performance of these Products are assumed by the Buyer, and Seller makes no representation or warranty that the Products are fit for Buyer’s intended use of the same. Seller shall not be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any indirect, incidental, consequential, special, or punitive damages (including without limitation loss of use, lost profits, lost revenues, or losses associated with third-party claims) resulting from the use of these Products. THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER, AND HEREBY EXPRESSLY DISCLAIMS ANY, WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, SAFETY, USEFULNESS, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. Seller reserves the right to change product specifications and instructions without prior notification. Buyer's sole and exclusive remedy against Seller for any cause of action arising out of the sale or use of any Product described herein shall be replacement of the Product or refund of the purchase price paid for the Product, at Seller’s sole option. Immediately upon Buyer's receipt of any Products shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects, or damages and shall hold the Products for Seller's instructions regarding disposition. If Buyer fails to so notify Seller within 10 days after Buyer has received the Products, such Products shall conclusively be deemed to conform to the Terms and Conditions hereof and to have been irrevocably accepted by the Buyer. Seller's warranties made in connection with this sale shall not be effective if Seller determines, in its sole discretion, that Buyer has misused the Products in any manner, has failed to use the Products in accordance with industry standards and practices, has failed to use the Products in accordance with instructions, if any, furnished by Seller, has failed to store the Products in accordance with industry standards or product literature, has otherwise through its acts or omissions caused the Products to be in non-conformance with the limited warranty granted hereunder, or has made any further use of the Products after giving notice of any claims specified herein. Products may not be returned for credit except with Seller's permission, and then only in strict compliance with Seller's return shipment instructions. Any returned Products may be subject to a 15 percent restocking fee. Taxes. Any tax, duty, or any other fee of any nature whatsoever imposed by a government authority, on or measured by the transaction between Seller and Buyer (including without limitation sales, excise, use, or value-added taxes, but excluding taxes on Seller’s income (which income taxes shall be the responsibility of Seller)) shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such charge, Buyer shall reimburse Seller immediately upon demand by the Seller. In lieu of such payment, Buyer may provide Seller at the time the Order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, duty, or fee. Price/Terms. The price of the Products shall be the price set out in the Seller's published price list at www.vectorlabs.com in force as of the date of delivery. The price of the Products: (i) excludes amounts in respect of tax, which the Customer shall additionally be liable to pay to the Seller at the prevailing rate; and (ii) excludes the costs and charges of packaging, insurance and transport (if applicable) of the Products, which shall be invoiced to the Customer. All prices are subject to change without notice. Seller may request prepayment at its discretion. Acceptable forms of prepayment are cheque (UK banks only), wire or electronic transfer and credit card (MasterCard, Visa and subject to limitations as may be communicated by Seller to Buyer from time to time. Buyers are required to submit a credit application before credit terms are extended. The Seller may invoice the Buyer for the Products on or at any time after the Order. Payment terms are net 30 days from date of invoice. Title and risk of damage or loss are subject to/ in accordance with transfer Ex Works (Incoterms 2010) Seller’s location, freight prepaid and added unless shipped on Buyer’s account (FedEx, UPS, DHL). Stenographic, clerical, and computer errors are subject to corrections. Unpaid amounts will accrue interest at a rate equal to the greater of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, from due date until paid, plus Seller’s reasonable costs of collection. In addition to all other remedies available to Seller (which Seller does not waive by the exercise of any rights hereunder), Seller may suspend or cancel the delivery of any Products if Buyer fails to pay any amounts when due and the failure continues for five (5) days following Buyer’s receipt of notice thereof. Buyer may not set-off, counterclaim, deduct or withhold payment of any amounts due and payable including as a set-off of any claim or dispute with Seller, regardless of whether relating to Seller’s breach, insolvency, or otherwise. Shipping/Customs. Shipping costs are prepaid and added to the invoice, except where Seller agrees to use Buyer’s account (in which case Buyer shall engage and pay its freight provider directly, subject to coordination with Seller’s shipping department and Seller’s approval of the provider and shipping method). Seller reserves the right to select the packaging and shipping method to ensure the integrity of the Product. Seller shall not be held liable for delays in shipping or customs clearance. Separate line items may include charges for insulated boxes, special hazardous fee and/or handling fee which will be charged when required for shipment. Delivery. Seller reserves the right to make delivery in instalments. All such instalments will be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries. Buyer shall place any claims concerning damage or loss in transit through the carrier, and Seller shall have no liability therefor. Use/License. Products are for research use only, not for use in diagnostic or therapeutic procedures or for use in humans. Products are not for resale without express written permission of Seller. No license under any patent or other intellectual property right of Seller or its licensors is granted or implied by the purchase unless otherwise provided in writing. Technical Assistance. At Buyer's request, Seller may, at its own discretion and subject to fees at Seller’s standard rates, furnish technical assistance and information with respect to Products. Seller makes no warranties of any kind, express or implied, with respect to technical assistance or information provided by Seller or Seller's personnel. Any suggestions by Seller regarding use, selection, application or suitability of the Products shall not be deemed to be, or construed as, an implied or express warranty. Disclaimer/Indemnification. THE PRODUCTS PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND (EXCEPT AS EXPRESSLY STATED IN THE FIRST SENTENCE OF SECTION 3 ABOVE), EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, SATISFACTORY QUALITY, SAFETY, USEFULNESS, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. Buyer agrees to indemnify, defend and hold Seller, its affiliates, directors, officers, shareholders, members and employees harmless from and against any and all costs, liabilities, losses and expenses (including, but not limited to, reasonable legal fees) resulting from any claim, suit, demand, action or proceeding brought by any third party against Seller alleging or arising from or related to (i) synthesis of a custom product, (ii) Buyer’s use of a product manufactured by Seller, (iii) diversion or exportation of Product contrary to relevant Law, (iv) any breach of these Terms & Conditions by Buyer, (v) negligence of the Buyer (including liability for death or personal injury and also damage to property), (vi) infringement of the Seller’s IPR (as defined in section 15). This paragraph survives expiration or termination of Buyer’s account or these Terms & Conditions. General Limitation of Liability. Subject to section 3, the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products. Miscellaneous. Seller's failure to strictly enforce any term or condition or to exercise any right arising hereunder shall not constitute a waiver or relinquishment, to any extent, of Seller's right to strictly enforce remaining terms or conditions or exercise all terms or conditions on any future occasion. All rights and remedies under these Terms and Conditions are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity. Seller shall not be liable for delays or non-performance to the extent caused by acts or threats of war or terrorism, fires, labour stoppages, natural disasters or unforeseen acts of nature, or other events beyond Seller’s reasonable control. Assignment and other dealings. The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller. Confidentiality. The Buyer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers or Products of the Seller. The Buyer may disclose the Seller's confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. The Buyer shall ensure that its employees, officers, representatives or advisers to whom it discloses the Seller's confidential information comply with this Section 14; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. The Buyer shall not use the Seller's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement. Intellectual Property. The Buyer acknowledges that all intellectual property rights (“IPR”) in the Products vest in and are owned by the Seller and/ or any third party licensors. The Buyer hereby agrees not to challenge the ownership of such IPR. Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this section, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this section; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one business day after transmission. The provisions of this Section shall not apply to the service of any proceedings or other documents in any legal action. Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms. Governing Law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Solely to the extent the arbitration provisions in Section 21 are found to be unenforceable the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation. Arbitration. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the Contract shall be the substantive law of England.