Terms & Conditions

1.Interpretation

1.1“Agreement” means the relevant agreement with the Customer which shall consist of a Quotation accepted by the Customer in accordance with clause 2.1 and these standard terms and conditions;

1.2“Customer” means the company, organization or individual which accepts the supply of Goods and/or Services;

1.3“Customer Materials” includes goods, samples, equipment, laboratory results, materials or information provided by the Customer to APPChem in connection with the Goods and/or Services

1.4“Goods” means the goods, samples, equipment and materials including without limitation reference materials, certified reference materials, chemical reference materials, laboratory supplies, biological materials, proficiency testing samples, custom synthesis products, analytical data, results, reports, certificates of analysis, and safety data sheets to be provided to the Customer by APPChem under the Agreement;

1.5“Liability” means any and all liability (including liability for the acts or omissions of Personnel): (a) for any breach of the Agreement; (b) for any misrepresentation, misstatement, or tortious act or omission, including without limitation, negligence arising under or in connection with the Agreement; (c) for any breach of statutory duty; (d) for any actual or alleged product defect or product liability; and/or (e) otherwise arising in connection with the performance or contemplated performance of the Agreement or any Goods delivered under the Agreement (including under indemnification provisions (if any));

1.6“Personnel” means any officers, employees, agents or contractors;

1.7“Price” means the price agreed for the Goods and/or Services;

1.8“Quotation” means an estimate or quotation given by APPChem to the Customer for the supply of Goods and/or Services; “Services” means the services, including without limitation any proficiency testing services, custom synthesis services, analysis of data, interpretation of results, production of reports, certification of Goods, training, distribution of samples and/or related services to be provided to the Customer by APPChem under the Agreement.

1.9“APPChem” means APPChem Inc. any company controlled by, controlling or under common control or otherwise affiliated with APPChem;

1.10Unless the terms and conditions are expressly accepted by APPChem by a specific written amendment hereto, the Agreement between the parties shall be on these standard terms and conditions. All other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) are expressly excluded from the Agreement.

1.11A reference to a particular law is a reference to it as in force for the time being, taking into account any amendment, extension, application or re-enactment, and including any subordinate legislation for the time being in force made under it.

2.Orders and Quotations

2.1Any Quotation is given by APPChem on the basis that no agreement shall come into existence until the Customer has endorsed and returned it without amendment. Any Quotation is valid for a period of seven calendar month only from the date of issue or as otherwise noted in the Quotation, provided that it was not previously withdrawn.

2.2The Customer shall promptly supply to APPChem the Customer Materials and any other materials required for APPChem to execute the Customer's order for the supply of Goods and/or Services and the Customer hereby acknowledges that its failure in providing the Customer Materials may preclude or delay the supply of the Goods and/or Services.

2.3APPChem reserves the right at its sole and absolute discretion to refuse orders from Customers for the supply of Goods and/or Services, including without limitation to countries or individuals where the supply of Goods and/or Services would contravene any relevant export controls, economic sanctions, or other trade embargoes or restrictions imposed by its suppliers, the EU, the UN, or the resident country of the appropriate APPChem sales office which may be applicable from time to time.

3.Delivery and Damage

3.1APPChem shall endeavour to supply the Goods and/or Services within the time agreed, and if no time is agreed, within a reasonable time.

3.2Any dates specified by APPChem for supply of the Goods and/or Services are intended to be an estimate, and time for delivery shall not be made of the essence by notice. In no circumstances shall APPChem be liable for loss or damage of any kind by any delay in the supply of the Goods and/or Services. APPChem may make delivery of the Goods and/or Services by installments and the Customer shall accept such installments. In the event of any shortage of Goods, APPChem may allocate available Goods among its customers in the manner it deems reasonable.

3.3Any liability of APPChem for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice for such Goods.

3.4Unless otherwise specified in any Quotation, Goods shall be shipped at Customer expense by APPChem Ex Works (EXW) Cambridge, MA. APPChem adheres to applicable regulations governing the shipment of Goods. Shipment of certain hazardous materials is governed by the United States and the International Air Transport Association (IATA). Products that require special packaging and conditions may incur additional charges per shipment.

3.5Any Goods which are damaged, defective or incorrect when delivered to the Customer must be reported to APPChem immediately. APPChem may at its sole and absolute discretion elect to replace or refund the Customer in respect of such Goods, and any claim for refund or replacement must be made within 7 (seven) days of delivery. After said 7 (seven) days, any delivered Goods are deemed accepted and conforming to the Agreement. Any replacement Goods will be dispatched within a reasonable time. All Goods must be stored in accordance with instructions and no claim for any refund and/or replacement will be payable by APPChem unless these instructions have been followed by the Customer at all times.

4.Warranty and Indemnity

4.1APPChem warrants that all items in the Goods and/or Services are correctly identified and in good order, and have not to the best of its knowledge been tampered with, altered, added to or substituted in any way whatsoever prior to delivery to the Customer. Any statements (whether written or oral) as to the Goods supplied or Services carried out and all/any opinions in any reports or other communications provided by APPChem to the Customer are made in good faith and if applicable on the basis of the Customer Materials. APPChem laboratory products are subjected to tests by Quality Control to ensure quality. At time of dispatch, the standard purity and physical constants stated are typical values; they may vary slightly from batch to batch. Further specification and information may be supplied on request; non-standard quality testing procedures may be performed on payment of applicable additional charges.

4.2EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE STANDARD TERMS AND CONDITIONS, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, RIGHTS, OBLIGATIONS, LIABILITIES AND OTHER TERMS WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW IN CONNECTION WITH THE GOODS AND/OR SERVICES (INCLUDING WITHOUT LIMITATION ANY RELATING TO PERFORMANCE, CARE AND SKILL OR COMPLIANCE WITH REPRESENTATIONS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE AGREEMENT AND DISCLAIMED.

4.3Save to the extent APPChem is liable for negligence in its provision of the Goods and/or Services (subject to the other terms of this clause 4), APPChem shall have no Liability for the use made by the Customer of the Goods and/or Services, for advice supplied by APPChem to the Customer, and/or for any decisions taken by the Customer or costs incurred by the Customer in consequence of such use.

4.4Nothing in these standard terms and conditions excludes or limits the liability of APPChem to the extent prohibited by law.

4.5Subject to clause 4.4:

4.5.1APPChem's total aggregate Liability (including for negligence) in all circumstances shall be limited to the value of the affected Goods and/or Services and the Customer shall have a duty to mitigate any loss suffered by it; and

4.5.2APPChem shall have no Liability in any circumstances for loss of profit, loss of business or revenue, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with any Agreement, even if advised of the possibility of such losses or damages.

4.6The Customer's sole remedy in respect of any Liability of APPChem or its Personnel shall be in damages as set forth and limited in these standard terms and conditions.

4.7Save insofar as APPChem can be shown to have been negligent in providing the Goods and/or Services, the Customer shall: (a) fully indemnify APPChem and APPChem's Personnel against any loss, damage or injury (including injury resulting in death) to property or person sustained by (i) APPChem and/or its Personnel, (ii) the Customer and/or its Personnel, and (iii) any third party, where such loss, damage or injury is caused by the negligent act or omission or willful misconduct of the Customer or the Customer's Personnel; and (b) fully indemnify APPChem against all damages, costs, expenses of any kind whatsoever (including reasonable attorneys' fee and other professional fees) and losses suffered or incurred by APPChem as a result of, or in connection with any third party claim brought against APPChem resulting from death, injury, or any other damage or loss whatsoever occasioned by the use made of the Goods and/or Services including without limitation any report or other information or advice of APPChem.

5.Health and Safety

5.1Customer is responsible for the safe handling of all Goods supplied by APPChem, specifically Goods are supplied on condition Customer shall ensure they are handled only by qualified personnel trained in laboratory procedure and familiar with the potential hazards. Information may not be available on the potential hazards of many chemical compounds. The absence of a warning shall not be interpreted as an indication or representation of safety.

5.2The Customer shall ensure that all appropriate safety measures, regulations and legislation are observed when sending any Customer Materials to APPChem and shall ensure that any hazardous material is clearly marked. Where the Customer knows or suspects that any substance or procedure it is providing, making available or requesting may give rise to a hazard, the Customer shall make APPChem aware in writing of the nature of that hazard before arranging for the delivery to APPChem (or collection by APPChem) of the Customer Materials or before any APPChem Personnel will be exposed to the hazard.

5.3The Customer shall ensure that the Customer's Personnel attending APPChem's premises in connection with the Goods and/or Services comply at all times with all health and safety measures, procedures and protocols in place on APPChem's premises and with such other directions regarding safe working as APPChem may direct. APPChem reserves the right at its absolute discretion to refuse to admit to or remove from its premises any of the Customer's Personnel who in APPChem's opinion are unable to comply with this clause 5.2.

6.Customer Materials

6.1The Customer shall ensure that the Customer Materials are tested or inspected and are suitable for use by APPChem in the supply of the Goods and/or Services. The Customer shall arrange at its own expense and risk the delivery of the Customer Materials to APPChem. The Customer warrants that each item comprised in the Customer Materials is correctly identified, in good order and has not to the best of the Customer's knowledge been tampered with, altered, added to or substituted in any way whatsoever.

6.2Where applicable, the Customer may direct that APPChem stores, destroys, or re-delivers to the Customer the Customer Materials (or such part remaining) after the supply of the Goods and/or Services has been completed, such storage, destruction or re-delivery to be at the Customer's own cost. If no direction is received within three (3) months of completion of the supply of Goods and/or Services, the Customer shall be deemed to have abandoned the Customer Materials, and APPChem shall be entitled to store, destroy or re-deliver such Customer Materials and to charge the Customer reasonable costs for the same at its discretion or to use such Customer Materials for APPChem's internal research purposes.

7.Risk and Title

7.1Risk in the Goods shall pass to the Customer on delivery of the same to it. However, title shall remain with APPChem and shall not pass to the Customer until payment in full (in cash or cleared funds) has been received by APPChem.

7.2Until such time as title in the Goods has passed to the Customer:

7.2.1APPChem shall have absolute authority to re-take, sell or otherwise deal with any of the Goods which have not yet been used by the Customer; and

7.2.2APPChem shall be reasonably entitled to require the Customer to either: (i) return the Goods to APPChem at the Customer's own cost; or (ii) reimburse APPChem for the cost of providing the Goods.

7.3 Responsibility and liability in respect of the safe storage and handling, use and subsequent disposal of Goods will transfer to the Customer on delivery, and the Customer shall ensure that all Goods are handled appropriately on and after delivery at all times by suitably qualified Personnel.

8.Price

8.1APPChem reserves the right to amend the Price to take account of any variations in the Goods and/or Services as a result of additional information from or a request in writing by the Customer. APPChem shall obtain the Customer's prior written approval before performance of any additional work or variations in the Goods and/or Services. Unless expressly stated otherwise, all Prices are exclusive of applicable sales, use, excise or other taxes, which shall be charged at the rate and in the manner prescribed by law from time to time.

9.Payment

9.1The Price shall become payable upon the earlier of performance of the Services and/or delivery of any Goods comprised in the Goods and/or Services or as otherwise set out in the Quotation. Payment shall be made by the Customer in the currency (which is US dollars) and at the time specified in the Quotation and or invoice. There is no discount for early payment unless otherwise specified. APPChem shall be entitled to payment for all installments of Goods and/or Services supplied to the Customer, whether under a blanket order or otherwise.

9.2Payment is made when monies are credited to APPChem's account. Negotiable instruments or promises to pay do not constitute payment.

9.3The Customer shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

9.4The Customer shall pay to APPChem, in addition to other amounts payable hereunder, any costs reasonably incurred by APPChem (including without limitation, legal costs and fees of debt collection agencies) in recovering any amounts due to APPChem from the Customer pursuant to the Agreement.

9.5APPChem may appropriate sums received from the Customer against any debt due to APPChem from the Customer (under this or any other Agreement), irrespective of any purported appropriation by the Customer.

9.6If the Customer fails to pay APPChem any sum due pursuant to the Agreement then, without limiting any other right or remedy available to APPChem:

9.6.1APPChem may cancel the Agreement and all other agreements with the Customer or suspend any further deliveries to the Customer;

9.6.2APPChem may immediately demand payment of any other invoices not yet due, with liability to pay interest on sums due applying from the date of the demand

9.6.3APPChem may take whatever steps are deemed necessary, without limitation, to secure payment; and

9.6.4the Customer will be liable to pay interest to APPChem on such sum from the due date for payment at the rate of 10% per month or the maximum rate permitted by law, whichever is less, accruing on a daily basis until payment is credited to APPChem's account, whether before or after any judgement.

10.Intellectual Property

10.1Unless otherwise agreed in writing, the ownership of any and all rights in and to any data, results, reports, certificates of analysis, safety data sheets, copyright, patents, designs, conceptual solutions, analyses, processes, techniques, methodologies, inventions, software, databases, know-how, confidential information, and any other rights in intellectual property (whether registered or unregistered) (“IP), other than third party rights, arising as a result of APPChem providing the Goods and/or Services (“APPChem IP”), shall remain vested in APPChem.

10.2The Customer shall not without the prior written consent of APPChem use, exploit, divulge, or disclose to third parties any APPChem IP which may be communicated to or gained by the Customer in connection with or as a result of APPChem providing the Goods and/or Services, save that APPChem shall grant the Customer a non-exclusive non-transferable, non-sub licensable right to use the APPChem IP in any Goods provided to the Customer in accordance with the terms of this Agreement. No further license or immunity under any patent is granted or is to be implied by the supply of any Goods and/or Services.

10.3The Customer assumes sole liability for all patent matters arising from its use of Goods supplied. Any usage instructions or recommendations made by APPChem shall not be taken as a license to operate under nor to infringe any third party patent.

10.4The Customer hereby agrees to indemnify and hold harmless APPChem in respect of all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a foll indemnity basis) and all other professional costs and expenses) suffered or incurred by APPChem arising out of or in connection with any use of the Goods and/or Services supplied in a manner which infringes, or allegedly infringes, the intellectual property rights of a third party.

11.Restrictions on Use – APPChem name and pharmaceutical products

11.1APPChem's products are intended for laboratory research purposes only and unless otherwise indicated are not to be used for any other purpose.

11.2The Customer shall not use APPChem's name in any way to imply endorsement or otherwise by APPChem of the Customer Materials, or of any process, information, advice, product or service provided, marketed or sold by the.

11.3To the extent applicable, the Customer hereby represents, warrants and agrees that it shall only use pharmaceutical active reference materials and/or impurities of the same associated with a pharmaceutical product patented by a third party for the purpose of an act or use (i) which is reasonably related to the development and submission of information required for regulatory approval purposes in relation to the manufacture, use or sale of pharmaceuticals (for example, the so-called “Bolar exemption”), or (ii) to which a valid patent infringement exemption applies in the territory in which the Customer is undertaking such use (for example, the so-called “Research exemption”, where applicable).

11.4For the avoidance of doubt, any expiration date specified on shipping documentation relating to the Goods is an estimate of expected useful life and does not constitute a warranty.

12.Confidentiality

12.1Both parties shall use reasonable endeavours to keep confidential for a period of five (5) years from the acceptance date of the supply of Goods and/or Services any confidential information (oral or written) provided or disclosed by or on behalf of the other. This clause shall not apply to any information which at the time of disclosure is (or subsequently becomes) published or generally available to the public (other than as a breach of the receiving party's obligation under this clause), which at the time of disclosure was already in the possession of the receiving party (other than under an obligation to the disclosing party), which subsequently legally comes into their possession from another source, which was independently developed, or which is required to be disclosed in order to comply with a legal requirement.

13.Cancellation

13.1If the Customer cancels, extends or delays (or purports to cancel) the Agreement or part thereof, or fails to accept supply of the Goods and/or Services at the time agreed or if no time is agreed within a reasonable time, then the Customer shall be liable for (without prejudice to any other rights of APPChem) and shall indemnify and keep indemnified APPChem against any resulting loss, damage or expense or additional costs incurred by APPChem in connection with the supply or non-supply of the Goods and/or Services including without limitation the cost of any services, material, plant or tools used or intended to be used therefor and the cost of labor and other overheads, including a percentage in respect of profit.

13.2Where the Goods and/or Services (or any part thereof) supplied by APPChem to the Customer are for the provision of custom synthesis services (“Synthesis Services”) the Customer acknowledges that occasionally certain Synthesis Services can be difficult to perform. In the event that APPChem is unable to perform and/or complete all or any part of the Synthesis Services for any reason (including without limitation due to technical and experimental difficulties) then APPChem reserves the right at its sole and absolute discretion to cancel such Synthesis Services at any time and terminate the Agreement without liability to the Customer. Where APPChem exercises its right to cancel under this clause 13.2, APPChem shall notify the Customer in writing as soon as reasonably practicable, and (a) if the Quotation provides for a fixed Price and/or timeframe, then the Customer shall not be liable for payment for such Synthesis Services; or (b) if the Quotation provides for an estimate of Price and/or timeframe, then the Customer shall be liable only for payment of the Synthesis Services or part thereof performed by APPChem as at the date of such cancellation notice.

14.Termination

14.1APPChem may terminate the Agreement forthwith by notice in writing if the Customer is in material breach of the Agreement and, where such breach is remediable, the Customer fails to remedy the same within 30 (thirty) days of the receipt of a written request from APPChem to do so.

14.2Each party has the right to terminate the Agreement at its discretion if the other party: (a) is unable to pay its debts; (b) is insolvent; (c) enters any form of bankruptcy, either compulsorily or voluntarily which is not dismissed within 60 (sixty) days; (d) is subject to a receiver or other third party (including without limitation a garnishor or trustee) being appointed over or taking or attempting to take possession of any the party's assets; (e) takes or suffers any steps that could lead to the appointment of any insolvency office holder; or (f) undergoes any analogous occurrence under foreign law.

14.3The termination of the Agreement shall be without prejudice to the rights and duties of either party accrued prior to termination. The clauses in the Agreement which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. The Customer shall pay the Price in respect of any Goods and/or Services (or part thereof) supplied prior to termination, regardless of the reason for termination.

15.Force Majeure

15.1If APPChem is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Goods and/or Services or if the supply of the Goods and/or Services is prevented or hindered by reason of any cause beyond APPChem's reasonable control (which shall include acts of God, governmental action, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, currency restrictions, strikes or other labour dispute, or restraints or delays affecting shipping or carriers), APPChem may cancel the Agreement by notice in writing to the Customer so far as it relates to the Goods and/or Services not then supplied or work not then done and such cancellation shall not give rise to any claims by the Customer provided that the Customer shall remain liable to pay for the Goods and/or Services supplied prior to the date of such cancellation.

16.Legal and Regulatory Compliance

16.1The Customer will comply with all Statutory Requirements in force from time to time. Failure to comply with any provision of this clause 16 is grounds for immediate termination of this Agreement by APPChem, which termination shall not result in any costs or compensation becoming payable by APPChem to the Customer.

16.2The Customer agrees and undertakes that it shall not, and shall require that its employees and affiliates shall not, take any action in furtherance of an unlawful order, promise or payment, in violation of any applicable anti-bribery law, anti-corruption law and conflict of interest law including, without limitation, the United Kingdom's Bribery Act 2010 or the United States Foreign Corrupt Practices Act (“FCPA”), nor take any action that would cause either itself or any other party (including APPChem) to be in violation of the FCPA or the Bribery Act 2010.

16.3The Customer shall inform APPChem if at any time it becomes aware, or should reasonably have become aware, that it has been entered on any denied persons, politically exposed persons or other sanctions lists maintained by the UK, the USA, the European Union, Canada or any other recognized national or international, governmental or quasi-governmental body. The Customer acknowledges that entry onto any such list is grounds for immediate termination of this Agreement by APPChem in accordance with clause 16.1.

17.General

17.1The Customer shall not assign any Agreement or any part thereof without the written consent of APPChem. APPChem may assign the Agreement or any part thereof to any member of the APPChem Group or its successors. APPChem shall be entitled to sub-contract any part of the Services to be provided hereunder. Any attempted unauthorized assignment by Customer is null and void.

17.2Each right or remedy of APPChem under the Agreement is without prejudice to any other right or remedy of APPChem whether under the Agreement or not.

17.3If any provision of the Agreement shall be held to be illegal, invalid or unenforceable in whole or in part, either under enactment or role of law, such provision or part shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remaining provisions of the Agreement shall not be affected unless the absence of the unenforceable provision would materially affect APPChem's rights or remedies in which case APPChem shall have the right to immediately terminate the Agreement.

17.4APPChem reserves the right to announce publicly that it is providing Goods and/or Services to the Customer with the prior written consent of the Customer, not to be unreasonably withheld.

17.5Any waiver by APPChem of any breach of, or any default under, any provision of any Agreement by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms or conditions of the Agreement.

17.6No term or condition of the Agreement is enforceable any person who is not a party to the Agreement and APPChem and the Customer may exercise, without the consent of any third party, any rights they may have to amend or rescind the Agreement.

17.7The construction performance and validity of the Agreement shall be governed by the internal laws of the State of Massachusetts applicable to contracts made and performed in that province, without regard to principles of conflicts of laws, and the parties submit and waive any objection to the exclusive jurisdiction of the Courts in Massachusetts for adjudication of any disputes relating in any way to the Agreement or any Goods or Services delivered pursuant to the Agreement.