ArgenTag Terms of Sale

Thank you for your interest in purchasing our products.

We value your business and our goal is to make your purchasing experience as smooth as possible. If you have any questions about our quotation or ordering process, please contact us at hi@argentag.com.

Unless otherwise expressly agreed in writing, your purchase of products is subject to the following terms and conditions:

1. Acceptance of Terms. The sale of product(s) described in this order (the “Product(s)”) by ArgenTag to the party ordering the Products (“Customer”) shall be governed exclusively by these Terms and Conditions of Sale (the “Terms”). Acceptance of any Customer order by ArgenTag is made only on the express condition that these Terms govern the supply of such Products by ArgenTag and the use of such Products by Customer. Customer’s issuance of a purchase order or, if no purchase order is issued, ArgenTag’s delivery of Products to Customer, will constitute Customer’s acceptance of these Terms. ArgenTag’s failure to object to terms, conditions and/or provisions contained in any communication from Customer regarding such Product(s), including any purchase order, will not be deemed a waiver of any terms, conditions or provision set forth herein. Any additional or different terms in any purchase order of Customer or otherwise proposed by Customer are deemed material, are objected to by ArgenTag, and are hereby rejected. Agents or sales representatives of ArgenTag have no authority to make any covenants or representations not included herein, and any such covenants and representations should not be relied on by Customer.

2. Delivery. All orders are subject to availability of the Products. ArgenTag may make changes to product specifications that do not materially affect the quality or performance of the Products. ArgenTag will use commercially reasonable efforts in the ordinary course of its business to make effective the delivery of Products by the requested delivery date, but ArgenTag does not guarantee any delivery date. Customer acknowledges that delivery dates are good faith estimates only. ArgenTag reserves the right to make deliveries in installments, which will be separately invoiced and paid for by Customer when due per invoice. Title and risk of loss with respect to Products supplied under these Terms will pass to Customer at the time of shipment. In the event of any conflict, inconsistency or ambiguity between this Section and any other document or agreement, including any subsequent purchase order or terms and conditions issued by Customer, this Section shall control.

3. Returns Acceptance. Customer shall make prompt inspection of the Products to confirm that they have arrived without damage, defect, or shortage. Customer may return the Products or a portion thereof if damaged or defective on delivery and may seek correction of any shortage or mistake in composition of the Products, by contacting ArgenTag within two (2) business days after the day on which the Products were delivered to the Delivery Location (“Review Period”). All Products will be deemed accepted by Customer if Customer does not notify ArgenTag and return Products in accordance with the preceding sentence. ArgenTag will be entitled to either replace or issue a refund for the damaged or noncompliant Product at ArgenTag’s sole discretion and this will be Customer’s sole and exclusive remedy for damaged or non-compliant Products. ArgenTag must pre-authorize all product returns.  If we exercise our discretion to authorize a product for return then the product must arrive at our facilities in a condition satisfactory for resale. Any return not due to our error is subject to a restocking charge of 25% of the sale price. We do not credit shipping charges. Customer will not receive credit for any product returned without our prior consent.

4. Price. If no price for Products is provided in the accompanying sales quotation, the price for such Products will be ArgenTag’s standard price in effect at the time of shipment of such Products. Prices we quote are valid for 30 days, unless we state otherwise in writing. Prices for Products are subject to change from time to time without notice and exclude all sales, use, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products. If any such taxes apply, Customer will be responsible to pay them. If ArgenTag pays any such taxes, ArgenTag will add them to Customer’s invoice. Additionally, Customer is responsible for paying all delivery and handling charges, if applicable, and such charges will be included on Customer’s invoice. Once Customer have placed an order Customer cannot cancel or change it without our written consent.

5. Payment. Customer will pay invoices in U.S. dollars within 30 days from the invoice date. Each order is a separate transaction, and Customer may not set-off payments from one order against another. If payment is late, without affecting any other rights of ArgenTag, unpaid amounts will accrue interest at an interest rate of 1% per month or, if lower, the maximum legal interest rate, and ArgenTag may suspend delivery, cancel Customer’s orders or reject future Customer orders. ArgenTag’s preferred payment method is via business wires, including ACH. Customer may contact ArgenTag to discuss other payment options if Customer prefers to use a different payment method.

6. Limited Warranty. ArgenTag warrants to Customer that, during the 180 day period following delivery of a Product, such Product will comply with the Documentation in all material respects. If ArgenTag receives a timely written notice of a warranty claim from Customer within the 180 day warranty period, ArgenTag, as its sole obligation and Customer’s sole recourse, will either replace or repair the non-conforming Product or Product component or issue a refund for the purchase price of the non-conforming Product at ArgenTag’ sole discretion. The warranty period for any replaced Product will be 180 days following delivery of the replaced Product. This warranty will not be effective if ArgenTag determines that Customer has misused the Products in violation of these Terms or the Documentation, or if the defects or other non-conformities to or in the Products result from Customer’s negligence, misconduct, abuse, or alteration or modification of the Products, or any use of the Products by Customer personnel who are not appropriately trained in the use of such Products. This warranty does not cover any technical assistance or other information that ArgenTag may provide regarding the Products. ARGENTAG MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IF ARGENTAG MAKES CUSTOM GOODS FOR CUSTOMER BASED ON INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS THAT CUSTOMER PROVIDES, ARGENTAG WILL NOT BE LIABLE FOR THE LACK OF SUFFICIENCY, FITNESS FOR PURPOSE OR QUALITY OF THE GOODS TO THE EXTENT ATTRIBUTABLE TO SUCH INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS. ARGENTAG MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, NOR DOES ARGENTAG ENDORSE, ANY INFORMATION MADE AVAILABLE BY THIRD PARTIES. IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR ANY PRODUCT UNIT OR SERVICE, IS LIMITED TO 120% OF THE AMOUNT CUSTOMER PAID TO ARGENTAG FOR THE SPECIFIC PRODUCT PURCHASED THAT GAVE RISE TO THE LIABILITY.

7. Product Use. All Products are for RESEARCH USE ONLY, AND NOT FOR THERAPEUTIC OR DIAGNOSTIC USE IN HUMANS OR ANIMALS. The Products have not been validated, approved or reviewed for any use in humans or animals. Customer will use the Products at all times in compliance with the ArgenTag Documentation and with all applicable laws and regulations. Customer will warn its employees or other personnel of any risks involved in using or handling the Products. Customer acknowledges that ArgenTag has provided material Safety Data Sheets (SDSs) for the Products, and that they are made available to Customer upon shipment of Products. SDSs may also be requested by contacting hi@argentag.com. Customer represents and warrants to ArgenTag that Customer will properly use, develop and, to the extent authorized, market any products made in connection with use of the Products in compliance with all applicable laws and regulations. Because the Products are intended for research purposes only, they may not be on the Toxic Substances Control Act (TSCA) inventory. Customer assumes responsibility to assure that the Products are approved for use under TSCA, if applicable.

8. Restrictions. Customer will not sell or otherwise transfer to any third party any Product or any of its components, whether alone or in combination with other items or components. Customer will not, nor will Customer allow any third party to: (a) reverse engineer, disassemble, or reverse- assemble any Product; (b) separate, extract, or isolate components of any Product; (c) subject any Product or components thereof to any analysis not authorized by ArgenTag in writing; or (d) use the Product for any therapeutic or diagnostic use in humans or animals.

9. Limited Rights. The purchase of the Products conveys to Customer the limited, non-exclusive, non-sublicensable, non-transferable right to use the quantity of the Products actually purchased from ArgenTag for internal research purposes only and solely in accordance with the Documentation. For the avoidance of doubt, the foregoing license does not grant to Customer or any third party the right: (1) to resell, transfer, lease, rent or distribute the Products or any of their components or (2) reproduce, display, distribute, perform, transmit, create derivative works of, make, have made, sell, offer to sell, import, use or otherwise exploit any products or services. Customer acknowledges and agrees that ArgenTag shall retain all intellectual property rights in the Products and all intellectual property rights used to make or useful for the manufacture or use of the Products and that ArgenTag does not provide any rights to use the Products in commercial applications of any kind, including, without limitation, manufacturing, quality control or commercial services. If Customer makes any modification or improvement to the Product or its method of use (a “Product Improvement”), Customer hereby grants to ArgenTag a non- exclusive, worldwide, fully sublicensable in multiple-tiers, fully paid-up, royalty-free, irrevocable, perpetual license to such Product Improvement for any and all purposes. For clarity, Product Improvements do not include the data generated by Customer in connection with the use of the Products in accordance with the Terms. Customer’s use of the Products may be subject to the intellectual property rights of third parties, require a license from such third parties, or be subject to certain third party restrictions, and Customer is solely responsibility for obtaining any such rights, licenses or permissions from any such third party. If Customer need commercial use rights in respect of our products (including the right to perform fee-for services), please contact our out-licensing department. Where Customer use of our product is outside the scope of the Agreement, it is solely Customer responsibility to acquire Additional Rights.

10. Custom Products. If Customer ask ArgenTag to manufacture a custom product, we may decline to design or manufacture that product at any stage of the process if the product is unsuitable or commercially impractical to manufacture as specified. If so, we will notify Customer, and Customer will not be obligated to pay any fees for any expenses we incurred in connection with the declined product. If a custom component or material fails, we may delay or cancel a custom product’s delivery without liability to us. By submitting an order for a custom product, Customer represent and agree that (a) have given ArgenTag all information Customer know of regarding any biological, radiological, and chemical hazards associated with the handling, transport, exposure to, or other use of the materials Customer supply to us; and (b) have the requisite rights, including but not limited to any necessary intellectual property rights, to instruct manufacture of such product.

11. Ownership of Intellectual Property by Customer. Customer will retain and acquire rights in (without any assignment from ArgenTag) the Biological Data resulting from Customer’s use of the Goods and Software. Customer agrees not to disclose to third parties and to use Customer’s best efforts to keep confidential ArgenTag Confidential Information Customer receives from any member of ArgenTag. Customer agrees not to use ArgenTag Confidential Information other than for the purposes contemplated by this Agreement. Customer shall permit only authorized users who possess rightfully obtained License(s) and/or access keys to use the Software. Customer will use its best efforts to cooperate with and assist ArgenTag in identifying and preventing any unauthorized use, copying, or disclosure of the Goods or Software. Customer shall secure and protect all printed materials, manuals, software programs, disks, copies, and other media, if any, that embody, contain, or describe any ArgenTag Confidential Information in a manner consistent with the protection of ArgenTag’s rights therein and to take appropriate action by instruction or agreement with its employees to satisfy its obligations hereunder. Customer further agrees that it shall be strictly liable for all damages to ArgenTag that result from any disclosure of any ArgenTag Confidential Information to any third party. If Customer is a government entity subject to legal requirements regarding public disclosure, Customer will not be in breach of this Agreement as a result of its compliance with such laws; provided, to the extent permitted by applicable law, that: (a) Customer promptly informs ArgenTag of a request to disclose any ArgenTag Confidential Information or making a determination that disclosure of any of the same is required under applicable law; and (b) Customer identifies, and discloses to ArgenTag, the requesting party, the information to be disclosed and the specific binding legal authority requiring such disclosure with sufficient time for ArgenTag to interpose an objection to such disclosure or take such other action as ArgenTag deems necessary to protect the ArgenTag Confidential Information. The Software, components of the Products, Specifications, Documentation and Instrument Data are treated by ArgenTag as trade secrets.

12. Confidentiality. All information disclosed by ArgenTag to Customer which relates to any Product, including any financial terms related to the sale of any Product, will be “Confidential Information”, except to the extent such information is or becomes: (a) known to the general public without act or omission on the part of Customer, (b) disclosed to Customer by an authorized third party without obligation of confidentiality, or (c) independently developed by Customer with use of Confidential Information. Customer will not, without the prior written permission of ArgenTag, (i) use any Confidential Information for any purpose other than as expressly authorized by these Terms, or (ii) disclose, transfer, or otherwise make available the Confidential Information to any third party. Notwithstanding the foregoing, Customer may disclose Confidential Information to the extent required by law, regulation, rule, act or order of any governmental authority or agency; provided that Customer will first notify ArgenTag promptly in writing of any such required disclosure, and cooperate with ArgenTag’s efforts to limit or avoid disclosure, and/or to seek a protective order, confidential treatment or other available remedies; and if such disclosure is made by Customer, Customer will limit such disclosure as far as is possible under applicable law, including obtaining any available confidential treatment or other limitation on further dissemination of disclosed information. Customer agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions (including any gene sequences, oligo types or sequences) received from ArgenTag as a result of discussions, negotiations and other communications between ArgenTag in relation to our products or services.

13. Right to Use Contact Information. Customer grants ArgenTag the right to retain and use any and all personal information included in the Order(s) for purposes of providing Customer notice regarding an Order, shipping and logistics relating to the Order, providing support, facilitating completion of additional orders, and making Customer aware of new products and services available from ArgenTag. Customer information will not be passed to third party companies for the purpose of marketing third party products or services without Customer’s prior consent.

14. Restricted Rights Notice. The Products and Software made available under this Agreement incorporate commercial computer software programs developed exclusively at private expense. Use, duplication, and disclosure by any government shall be in accordance with, and subject to these terms and conditions that are customarily provided to the public. If Customer is a government entity and/or Customer’s use is funded by the government, Customer is hereby on notice that any data provided by ArgenTag pursuant to this Agreement is developed exclusively at private expense and are trade secrets, confidential and privileged, or are commercial or financial data and are confidential or privileged. To the extent required under applicable law, this data may be reproduced and used by the government with the express limitation that it will not, without written permission of ArgenTag, be used for purposes of manufacture nor disclosed outside the government and that the applicable rights legends shall be marked on any reproduction of any technical data, whether reproduction is in whole or in part. ArgenTag reserves all rights and licenses not expressly granted under this Agreement, including, without limitation, all rights in trademarks and associated goodwill.

15.  Indemnity. To the extent allowed by applicable law, Customer will indemnify, defend and hold harmless ArgenTag, its officers, agents, employees, distributors and affiliates (each, an “Indemnified Party”) for any claim, loss, damage, expense or other liability (including reasonable attorneys’ fees and costs) which may be made against an Indemnified Party as a result of (a) Customer’s use of the Products, (b) ArgenTag’s manufacture or sale of a product made in accordance with Customer’s instructions, (c) Customer’s failure to comply with the Terms, (d) Customer’s failure to acquire any applicable third party rights related to its use of the Products, (e) the negligence or willful misconduct of Customer, its officers, agents, employees, distributors and affiliates or (f) ArgenTag’s use of materials that Customer provides to ArgenTag; except in each case, where a claim arises as a result of ArgenTag’s gross negligence or willful misconduct.

16. Limitations of Liability. TO THE EXTENT PERMITTED BY LAW, ARGENTAG SHALL NOT BE LIABLE, UNDER ANY LEGAL THEORY (CONTRACT, TORT, PRODUCTS LIABILITY OR OTHERWISE), FOR: (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WHETHER FORESEEABLE OR NOT, IN ANY WAY RELATED TO THESE TERMS EVEN IF ARGENTAG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) CUMULATIVE LIABILITY IN EXCESS OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT PURSUANT TO WHICH SUCH LIABILITY OR DAMAGES AROSE. THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN SHALL APPLY TO ALL CLAIMS OF EVERY KIND. Customer acknowledges that the foregoing limitations are an essential element of these Terms and that in the absence of such limitations, the pricing and other terms set forth in these Terms would be substantially different. All claims must be brought by Customer within one (1) year of delivery of the applicable Product that is the subject of the claim, regardless of the nature of the claim.

17. Export Control. Customer acknowledges that Products may be subject to U.S. export control laws and regulations. Customer represents and warrants to ArgenTag that Customer will not, directly or indirectly, (a) sell, export, reexport, transfer, divert, or otherwise dispose of any Products to any destination, entity, or person prohibited by the laws or regulations of the U.S., or (b) use the Products for any use prohibited by the laws or regulations of the U.S. or any other applicable jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

18. Miscellaneous. ArgenTag may use Customer’s name and logo in its advertising materials and website to identify Customer as a customer/ client of ArgenTag. These Terms, including all documents incorporated herein by reference, any sales quotation issued to Customer from ArgenTag, and those specific terms of a purchase order or other document that are either consistent with these Terms or expressly agreed upon by ArgenTag in writing (collectively, the “Contract”), constitute the entire agreement between ArgenTag and Customer relating to the subject matter hereof and supersede all prior agreements and understandings between Customer and ArgenTag relating to such subject matter, whether written or oral. ArgenTag will not be responsible or liable for failing to perform any obligations hereunder to the extent caused by circumstances beyond ArgenTag’ reasonable control. In addition to the restrictions set out in these Terms: (a) Customer must use our products in accordance with our instructions; (b) Customer are solely responsible for making sure that the way Customer use our products complies with applicable laws, regulations and governmental policies; (c) Customer must obtain all necessary approvals and permissions Customer may need; and (d) it is solely Customer responsibility to make sure the products are suitable for Customer particular use. ArgenTag will not be responsible or liable for failing to perform our obligations under the Agreement to the extent caused by circumstances beyond our reasonable control. In certain situations, we may use our reasonable judgment and apportion products then available for delivery fairly among our customers. ArgenTag’s exercise of any option or failure to exercise any rights hereunder will not constitute a waiver of ArgenTag’ rights to damages for breach of contract and will not constitute a waiver of any subsequent failure, delay, or breach by Customer. If any provision or part of the Contract 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 Contract. Headings are for convenience only and will not be used in the interpretation of these Terms. Any notice or communication required or permitted under these Terms must be in writing and will be deemed received when personally delivered, or 3 business days after being sent by certified mail, postage prepaid, to a party’s specified address. 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 Customer will not be a waiver or modification of our Agreement. 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. Customer 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. ArgenTag reserves the right to change these Terms at any time. Any changes made to these Terms will not apply to the Contract between ArgenTag and Customer for any order received by ArgenTag before the changes are made.