Effective Date: 23 Aug, 2024
Notice Version: 2.0

These Terms of Sale and Terms & Conditions (“Terms”) govern the purchase and use of products and services provided by SignaGen Laboratories (“SignaGen,” “we,” “us,” or “our”) through our website (www.signagen.com), by quotation, or by direct agreement.

By placing an order, submitting a purchase order, or using our products or services, you (“Customer,” “you,” or “your”) agree to these Terms.

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1. Eligibility and Professional Use

SignaGen products and services are intended solely for use by qualified professionals in research, laboratory, or industrial settings.

By purchasing, Customer represents that:

• It is a legitimate academic, governmental, clinical, or commercial research entity
• Personnel handling products are trained and qualified
• Products will be used in compliance with applicable laws and regulations

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2. Research-Use-Only (RUO) Policy

Unless explicitly stated otherwise in writing:

All SignaGen products are for Research Use Only (RUO).

They are NOT intended for:

• Human use
• Therapeutic or diagnostic applications
• Clinical procedures
• Veterinary use
• Food or cosmetic applications
• Any in vivo use in humans

Customer is solely responsible for determining whether additional approvals or licenses are required for their intended use.

Unauthorized use is strictly prohibited.

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3. Biosafety Disclaimer

Many SignaGen products, including viral vectors and recombinant materials, may pose biological risks.

Customer acknowledges and agrees that:

• Proper biosafety practices must be followed at all times
• Work should be conducted in appropriate containment facilities
• Personnel must use required protective equipment
• Institutional biosafety approvals must be obtained where required

Customer assumes all risks associated with handling, storage, transport, and use of the products.

SignaGen shall not be liable for misuse, improper handling, or failure to follow biosafety guidelines.

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4. Orders and Acceptance

• All orders are subject to acceptance by SignaGen
• We reserve the right to refuse or cancel any order
• Orders may be placed via website, purchase order, or written agreement
• Acceptance occurs upon written confirmation or shipment

Pricing errors may be corrected prior to shipment.

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5. Pricing

• Prices are listed in U.S. dollars unless stated otherwise
• Prices exclude shipping, taxes, duties, and handling fees
• Quotes are valid only for the specified period
• Prices may change without prior notice

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6. Payment Terms

Payment is governed by our Payment Collection Policy.

Depending on customer status, payment may include:

• Payment at checkout for online orders
• Net terms for approved institutional customers
• Prepayment or milestone payments for custom services

Failure to pay may result in delays, suspension, or cancellation.

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7. Shipping and Delivery

• Shipping costs are charged separately unless stated otherwise
• Delivery dates are estimates only
• Risk of loss transfers to Customer upon shipment
• Customer must provide accurate shipping information
• Cold-chain shipments require immediate proper storage

SignaGen is not responsible for carrier delays, customs issues, or events beyond our control.

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8. Inspection and Acceptance

Customer must inspect shipments immediately upon receipt.

Claims for:

• Shipping damage
• Incorrect products
• Quantity discrepancies

must be reported within five (5) business days of delivery.

Failure to notify within this period constitutes acceptance.

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9. Returns and Refunds

Due to the sensitive nature of biological materials:

• Products are generally non-returnable and non-refundable
• Returns may be authorized only for confirmed defects or shipping errors
• Unauthorized returns will not be accepted

Custom products are non-cancelable and non-refundable once production begins.

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10. Custom Services and Manufacturing

Custom vector production or services:

• Require acceptance of a quotation or agreement
• May require advance payment
• Cannot be canceled once initiated
• Deliverables are defined in the project scope

Customer-provided materials must comply with applicable laws and safety standards.

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11. Limited Warranty

SignaGen warrants that products will conform to published specifications at shipment.

Remedy is limited to:

• Replacement of the product, or
• Refund of the purchase price, at SignaGen’s discretion

Warranty does not cover improper storage, handling, or use.

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12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED:

Products are supplied “AS IS.”

SignaGen disclaims all implied warranties, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement

Experimental outcomes are not guaranteed.

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13. Limitation of Liability

To the maximum extent permitted by law:

• SignaGen shall not be liable for indirect, incidental, or consequential damages
• Total liability shall not exceed the purchase price of the affected product or service

This includes loss of data, research results, profits, or business interruption.

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14. Regulatory Compliance and Export Control

Customer is responsible for compliance with:

• Biosafety regulations
• Import/export laws
• U.S. export control regulations
• Institutional policies

Products may not be exported or transferred in violation of applicable laws.

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15. Intellectual Property

All intellectual property rights remain the property of SignaGen or its licensors.

Purchase does not grant rights to:

• Manufacture or reproduce products
• Commercialize underlying technologies
• Use proprietary methods beyond permitted research use

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16. Use Restrictions

Customer agrees not to:

• Use products for human clinical or diagnostic purposes
• Resell products without written authorization
• Reverse engineer proprietary materials where prohibited
• Use products in unlawful or unsafe activities

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17. Force Majeure

SignaGen shall not be liable for delays or failures caused by events beyond reasonable control, including:

• Natural disasters
• Government actions
• Supply disruptions
• Labor disputes
• Transportation failures
• Public health emergencies

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18. Governing Law

These Terms are governed by the laws of the State of Maryland, USA.

Any disputes shall be resolved in courts located in Maryland.

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19. Entire Agreement

These Terms constitute the entire agreement unless superseded by a written contract signed by both parties.

Customer terms in purchase orders are rejected unless expressly accepted in writing.

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20. Changes to Terms

SignaGen may update these Terms at any time. Updated Terms apply to future orders.

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21. Contact Information

For questions regarding these Terms:

SignaGen Laboratories, LLC
5260 Westview Dr, Ste 100
Frederick MD 21703
Website: https://www.signagen.com
Email: info@signagen.com