Purchase Terms and Conditions

Stellar Biotechnologies, Inc. (“Seller”) hereby offers for sale to the buyer named on this online order form (“Buyer”) the KLH products listed (the “Product(s)”) named on this online order form on the condition that Buyer agrees to accept and be bound by these Terms and Conditions. UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.

1. LIMITED USE LICENSE
1.1 The Products and their use are protected by intellectual property rights owned or controlled by Seller. Purchase of the Product conveys to Buyer only a limited, non-transferable, non-exclusive license to use the product for research purposes conducted by Buyer.

2. PRICING
2.1 Prices quoted by Seller are quoted in U.S. dollars and valid for thirty (30) days, unless otherwise stated in writing.
2.2 All prices are subject to adjustment for specifications, quantities, shipment arrangements or other terms or materials that are not part of Seller’s original price quotation.
2.3 All completed product order forms and purchase orders are subject to Seller’s acceptance.

3. TAXES
3.1 Product prices do not include sales tax, value added tax, duties or other taxes imposed with respect to the sale, delivery or use of any Products. Such taxes and duties shall be paid by Buyer.

4. DELIVERY & FREIGHT
4.1 Delivery and handling charges, including packaging costs, will be added to the invoice and paid by Buyer.
4.2 All shipments shall be made in accordance with FCA (Incoterms 2010). Risk of loss shall transfer from Seller to Buyer upon delivery of the Product to carrier. Method and route of shipment are at Seller’s discretion, unless Buyer supplies explicit instructions.
4.3 Seller reserves the right, at its election, to make partial shipments of and to invoice each shipment separately.
4.4 All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller’s reasonable control.

5. PAYMENT TERMS
5.1 All orders are prepaid by credit cards unless approved for open account. Credit cards will be charged upon shipment of the Product. For open accounts, Seller will invoice Buyer upon shipment of the Products. Payment is due in full within 30 days from the invoice date, or as stated on the face of this order form.
5.2 Bank origination and wire transfer fees shall be paid by Buyer.
5.3 Seller reserves the right to require full or partial payment at any time prior to shipment as a condition of performance.
5.4 All payments must be made in U.S. dollars.

6. LATE PAYMENTS
6.1 Any invoice amount remaining unpaid after its due date will be subject to an interest charge of 1.5% per month or the maximum rate allowed by law.
6.2 Buyer is responsible for all costs of collection on unpaid amounts including, without limitation, attorney’s fees and related costs.
6.3 If Buyer fails to make any payment when due or otherwise fails to perform its obligations hereunder, or if for any reason Seller deems the ultimate collectability of any purchase in doubt, Seller may, in its sole discretion and without notice, stop delivery of Products in transit, withhold shipments to Buyer in whole or in part, and cancel or reject any Buyer order.

7. INSPECTION AND RETURNS
7.1 Upon delivery, Buyer shall examine the Products for conformance to the certificate(s) of analysis and certificate(s) of compliance delivered with respect to the shipment. The Buyer may reject a whole delivery or any part of a delivery if it does not comply with the Seller’s specifications, provided, however, that such defects are not attributable to delays or damage during shipping (including import, export and customs requirements or processing) or as a result of handling by the Buyer. The Buyer shall notify the Seller in writing (specifying the nature of such non-conformance) as soon as practicable but no later than three (3) days from receipt of the delivery. Buyer and Seller will cooperate to allow the Seller to confirm the defect. If the Product does not conform to the specifications, Seller may at its sole discretion: (a) remedy the non-conformance by replacing the non-conforming elements of the shipment at no additional cost; or (b) reimburse Buyer for amounts paid to Seller for such non-conforming Products.
7.2 Credit will not be allowed for Products returned without the prior written consent of Seller. Contact customer service at KLHinfo@stellarbiotech.com or +1 805-488-2800.

8. WARRANTIES. LIABILITY
8.1 Buyer acknowledges that the Products are neither for sale nor for use for any commercial purpose. The Products are experimental in nature and are provided by the Seller without warranty of any sort, express or implied, except for the specifications of the Certificate of Analysis included in the shipment. The shelf life, or length of time that Product properties can be expected to remain within Seller’s specifications, has not been established. Seller does not warrant shelf life nor assumes any responsibility for such information.
8.2 Seller makes no representation for any merchantability of the Products, or fitness for a particular purpose. Buyer assumes all responsibility and liability for any harm caused by the Products upon dispatch by the Seller. Seller has no obligation to replace Products as the result of accident, disaster or event of force majeure; misuse, fault or negligence of or by Buyer; use of the Products in a manner for which they were not designed; or improper storage and handling of the Products.
8.3 Buyer agrees to indemnify and hold Seller, its directors, officers and employees harmless from and against any claim or liability arising from Buyer’s use, handling or storage of products.

9. COMPLIANCE WITH LAWS
9.1 Upon receipt of the Products, Buyer shall use its expertise and facilities in strict accordance with all applicable local, state and federal laws, regulations and guidelines.

10. GOVERNING LAW, SEVERABILITY
10.1 These Terms and Conditions shall be governed by, and construed in accordance with, the laws of the State of California, USA, without regard to the conflict of laws provisions. If any provision is to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.

11. PUBLICATION
11.1 Any publication or presentation of the results of Buyer’s research using the Products will duly acknowledge Stellar Biotechnologies as their source.