Standards · Standard Terms of Sale
Standard terms of sale.
The terms below apply to every order placed with ExoBioCorp. By placing an order, the buyer agrees to these terms. Customer-specific contracts may be negotiated and will, where signed, take precedence over these standard terms to the extent of any conflict.
1. Research Use Only
All products sold by ExoBioCorp are For Research Use Only and are intended exclusively for non-clinical, in-vitro research by qualified scientific personnel. Products are not intended for, and may not be used for, the diagnosis, treatment, cure, mitigation, or prevention of any disease in humans or animals. Buyer represents and warrants that the products will be used solely for permitted research purposes and not for any therapeutic, diagnostic, or preventive use.
2. B2B-only sale
ExoBioCorp sells exclusively to verified B2B research-supply customers, including academic and biotech research laboratories, contract research organizations, hospital and physician-led research programs, and clinical research sites with IRB-approved protocols. Buyer represents and warrants that they are purchasing in their B2B capacity for permitted research purposes.
3. Acceptance and order confirmation
Orders are not binding on ExoBioCorp until accepted in writing or by order confirmation. ExoBioCorp may decline any order in its discretion, including for failure to complete account verification, incomplete RUO acknowledgment, or customer-status changes after order placement.
4. Pricing, payment, and taxes
Pricing is as quoted at the time of order acceptance. Pricing is exclusive of applicable taxes, duties, freight, and handling charges, which are added at invoice. Payment terms are net thirty (30) days from invoice date unless otherwise agreed in writing. Late payments accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by applicable law.
5. Shipping, title, and risk of loss
Shipments are made FOB origin. Title and risk of loss pass to buyer upon delivery to the carrier. ExoBioCorp uses validated cold-chain logistics with temperature logging on every shipment of temperature-sensitive product. Buyer is responsible for inspecting shipments upon receipt and reporting any cold-chain or visible-damage exceptions within forty-eight (48) hours of delivery.
6. Limited warranty
ExoBioCorp warrants that, at the time of shipment, products conform to the specifications stated on the lot Certificate of Analysis. This warranty is limited to replacement of non-conforming product or refund of the purchase price for the non-conforming portion, at ExoBioCorp's election. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Returns
Due to the nature of biological materials, ExoBioCorp does not accept returns except for non-conforming product reported within the inspection window above. Cold-chain-compromised, customer-handled, or out-of-storage product cannot be returned for credit.
8. Limitation of liability
IN NO EVENT WILL EXOBIOCORP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXOBIOCORP'S TOTAL LIABILITY UNDER ANY ORDER WILL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE NON-CONFORMING PRODUCT.
9. Indemnification
Buyer will indemnify, defend, and hold ExoBioCorp harmless from and against any third-party claim arising from buyer's use of the products in any manner not permitted by these terms, including any clinical, diagnostic, therapeutic, or preventive use, or any use that violates applicable law.
10. Compliance with law
Buyer will comply with all applicable laws and regulations in connection with buyer's use, storage, and disposal of the products, including Research Use Only labeling, donor-source documentation, applicable export and import laws, and applicable institutional review and biosafety requirements.
11. Force majeure
ExoBioCorp will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, public health emergencies, governmental actions, supplier failures, transportation interruptions, and labor disputes.
12. Governing law and dispute resolution
These terms are governed by the laws of the state of incorporation of ExoBioCorp, without regard to its conflict-of-laws principles. Any dispute arising under these terms will be resolved by binding arbitration in the state of incorporation, except that ExoBioCorp may seek injunctive relief in any court of competent jurisdiction.
13. Entire agreement
These terms, together with the lot Certificate of Analysis, the per-order RUO acknowledgment, and any signed customer-specific agreement, constitute the entire agreement between the parties with respect to the products. No purchase order or other buyer document modifies these terms unless expressly accepted in writing by ExoBioCorp.
These terms are made available for reference. Customer-specific terms may be negotiated for institutional, governmental, or volume customers. Contact sourcing for negotiated terms.