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DELAVIE SCIENCES, LLC TERMS & CONDITIONS OF SALE

DELAVIE SCIENCES, LLC TERMS & CONDITIONS OF SALE

Thank you for your interest in purchasing our products. The following are the Terms and Conditions of Sale (“Terms”) for our products. We may change our Terms from time to time.

1. Acceptance of Terms. These Delavie Sciences, LLC (“Delavie”) Terms, and any Sales Order (collectively, the “Agreement”) shall exclusively govern Delavie’s provision of products (“Products”) to the purchaser (“Customer” and “you”). Our offer to sell Products is expressly conditioned upon Customer’s acceptance of the Agreement. BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, PLACING AN ORDER FOR PRODUCTS, OR ACCESSING OR USING THE PRODUCTS, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. Our failure to object to any terms and conditions contained in any purchase order or other document from you will neither be construed as our acceptance of such terms and conditions, or a waiver of these Terms.

2. Product Use and Restriction / Disclaimer. The Products are for use by Customer, AND NOT FOR RESALE. Customer agrees not to use Products in an unsafe setting, and only with appropriate safeguards and according to instructions for use. Customer shall not attempt to reverse-engineer, copy, or tamper with the Products, or use the Products in a manner inconsistent with the documentation or instructions accompanying the Products. Customer agrees that a false representation regarding Customer’s use of Products is willful misconduct and a material breach of the Agreement.

3. Orders, Price, and Payment.

(a) Orders are to be placed through Delavie’s customer support or sales representatives or online shopping portal and are subject to Delavie’s acceptance and availability of the Products.

(b) The price(s) for Products will be those provided in a Quote or Sales Order or online shopping portal. Prices are subject to change from time to time. Our prices do not include any taxes (including VAT), duties, levies, or other government fees that may apply to Customer’s order. If they apply, it will be Customer’s responsibility to pay them. If we pay them, we will add them to Customer’s invoice. Customer is also responsible for standard shipping charges, if any, including any flat fees for domestic ($7) or international ($20) shipping. We will also add these charges to Customer’s invoice or receipt at checkout.

4. Customer Service and Returns. We are not accepting returns. In the event of damage in transit or delay of any order, Customer can contact Customer Service at shop@delaviesciences.com.

5. Customer Information.

Customer shall provide all relevant information as required in our online shopping portal. Customer represents and warrants that Customer owns or otherwise controls the information to be submitted to Delavie, and that Customer has the right to provide the information to Delavie for the purpose described herein. For additional information, see our Website Terms & Conditions and Data Use Policy.

6. Limited Rights.

All intellectual property rights in the products and in any Delavie technology, intellectual property, and know-how used to make or useful for the manufacture or use of the Products will at all times remain vested in Delavie and its licensors. Unless otherwise expressly agreed in writing by our CEO, your purchase of the Products only grants you a limited, non-transferable right to use the quantity of the Products that you have purchased from us. No right to resell our Products or any of their components is conveyed.

7. No Warranty. THE PRODUCTS AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED “AS IS.” DELAVIE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND EACH PARTY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT ARE NOT SET FORTH IN THIS AGREEMENT INCLUDING IMPLIED WARRANTIES, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Delavie’s representatives are not authorized to enter into agreements outside these Terms or to make any warranties or representations of any kind with respect to the Products.

8. Indemnification. To the extent allowed by applicable law, and except where a claim arises as a result of Delavie’s gross negligence or willful misconduct, Customer shall indemnify, defend, and hold Delavie harmless from and against any and all losses, damages, and expenses (including reasonable attorneys’ fees and other costs of defending any action) that Delavie may incur as a result of Customer’s use or resale or other transfer (authorized or unauthorized) of Products or results or by reason of Customer’s breach of or failure to perform any of its obligations hereunder, including without limitation Customer’s use of Delavie Products or reliance on results generated with Delavie Products. Customer hereby waives any federal, state, or local statute or regulation including sovereign immunity that would preclude indemnification. Customer shall fully cooperate with Delavie in any investigation relating to any such claims and, at no charge to Delavie, make available to Delavie all related statements, reports, and tests available to Customer.

9. Liability Limitation. EXCEPT TO THE EXTENT (i) CAUSED BY DELAVIE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (ii) REQUIRED BY APPLICABLE LAW, DELAVIE AND ITS REPRESENTATIVES SHALL HAVE NO LIABILITY FOR (A) ANY LOSS OF USE, PROFITS, REVENUE, GOODWILL, BUSINESS, OR OTHER FINANCIAL LOSS, (B) COSTS OF SUBSTITUTE GOODS OR SERVICES, OR (C) ANY LOST PROFITS, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF CUSTOMER OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, DELAVIE’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO DELAVIE FOR THE PRODUCTS. CUSTOMER UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER ARE REFLECTED IN THE PRICE OF THE PRODUCTS AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK. In no event shall Delavie be liable to Customer or any third parties for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, lost data, lost profits, or any liability, arising out of or in connection with the use of Products. Time is not of the essence for Delavie’s obligations herein. Delivery dates and times are estimates only and we will not be liable (in contract, tort or otherwise) for any losses, expenses, claims or damages caused by a late delivery.

10. Unforeseen Events. Delavie shall not be liable for delay or failure in performance of any obligations if performance is rendered impracticable, inadvisable, illegal, or impossible by any condition beyond Delavie’s reasonable control. Such conditions include without limitation natural disasters, war, terrorism or threats of terrorism, civil disorder, labor strikes or disruptions, fire, disease, medical epidemics, or outbreaks. In the event of delay, Delavie shall have additional necessary time to perform its obligations and shall have the right to apportion the Products then available for delivery among its various customers in such manner as Delavie considers appropriate.

11. Choice of Law and Arbitration. This Agreement shall be governed by and construed according to the laws of California, without regard to conflicts of law provisions. Delavie and Customer agree that any dispute or controversy arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the extant rules of the American Arbitration Association. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. In any legal action commenced to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and expenses.

12. Miscellaneous. This Agreement constitutes the entire agreement between Customer and Delavie for Products and is the final, complete, and exclusive statement of the terms of the Agreement, superseding all prior written and oral agreements, understandings, and undertakings. This Agreement shall exclusively govern the ordering, purchase, and supply of the Products, and shall override any conflicting, amending, and/or additional terms contained in any purchase orders, invoices, or similar documents, which are hereby rejected and shall be null and void. In the event that any provision of this Agreement or portion thereof is found to be illegal or unenforceable, the Agreement shall be construed without the unenforceable provision or portion thereof. Modifications may be made only in writing and signed by an authorized corporate officer of Delavie. The waiver of any term or condition or any breach thereof shall not affect any other term or condition of this Agreement. Delavie may assign our rights and/or obligations under the Contract to any person in whole or in part. Customer may not assign this Agreement, and any change of control of Customer shall be deemed to be an assignment. Sections 7 through 9 shall survive termination. Headings are for convenience only and will not be used in the interpretation of these Terms.i

i Revised 2022-09-28