The following terms and conditions apply to you when you view, access or otherwise use any website owned by Cinder Biological, Inc. (“CinderBio) or its affiliates (in each such case, the “Website”). The products and services that we offer for sale through the Website may be subject to separate or additional Terms and Conditions of Sale (see below).

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Website Terms of Use

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These terms and conditions ("Terms") apply to you when you view, access or otherwise use any website owned by Cinder Biological, Inc. (“CinderBio”) or its affiliates (in each such case, the "Website"). The Website is owned by CinderBio. CinderBio grants you a nonexclusive, nontransferable, limited right to access and display the Website and the materials provided on the Website and make the downloads permitted under the heading "Copyright Notice" below, provided that you comply fully with these Terms.

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1. Accuracy. All data and information provided on this site is for informational purposes only. CinderBio makes no representations as to accuracy, completeness, currentness, suitability or validity of any information on the Website and will not be liable for any errors, omissions or delays in this information or any losses, injuries or damages arising from its display or use. All information is provided on an AS-IS basis.

2. Opinions. Any opinions expressed on the Website, and those providing comments, are those of the individual authors alone, and do not necessarily reflect the opinions of CinderBio or any of its agents or employees.

3. Copyright Notice. All materials published on or used on the Website are protected by copyright and are owned or controlled by or licensed to CinderBio, or the party listed as the provider of the materials. UNAUTHORIZED COPYING, REPRODUCTION, REPUBLISHING, UPLOADING, POSTING, TRANSMITTING OR DUPLICATING OF ANY OF THE MATERIAL IS PROHIBITED. You may download any downloadable materials displayed on the Website only for personal, noncommercial and informational purposes, provided that the documents are not modified and provided you maintain and abide by all copyright, trademark and other notices contained in such material.

4. Copyright Notification. CinderBio respects the intellectual property rights of others. Upon proper notice, CinderBio will remove user-posted comments, posts, messages or other submissions on or to the Website that violate copyright law or suspend access to the Website (or any portion thereof) to any user who repeatedly uses the Website in violation of copyright law. Pursuant to 17 U.S.C § 512, CinderBio has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your work has been used in a way that constitutes copyright infringement, please send CinderBio a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit CinderBio to locate the material on the Website; (c) information reasonably sufficient to permit CinderBio to contact you, such as an address, telephone number and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (e) a statement by you that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; (f) your physical or electronic signature; and (g) such other information as we reasonably request, in the form we reasonably request, to ensure that the Notice of Infringement will not give rise to any adverse claim including for unjustified threats. Please provide us with a notice that includes all of the above enumerated information ("Notice of Infringement") and mail it to the following address: Cinder Biological, Inc., Attn: General Counsel, 1933 Davis St, Suite 208, San Leandro, California 94577. By submitting a Notice of Infringement, you acknowledge and agree that CinderBio may forward your Notice of Infringement and any related communications to any users who posted the material identified in such notice.

5. Commercial Use of CinderBio Website Materials and Screenshots. Reproduction, copying or redistribution of materials on the Website for commercial purposes is prohibited without the express written permission of CinderBio.

6. Links to Other Websites, Websites and/or Materials. Links may appear on the Website that may be used to link to other Website(s) or websites. These links are provided solely as a courtesy to our Website visitors. CinderBio has no control over the linked sites or the materials, information, goods or services available or contained on these linked sites. CinderBio is not responsible for and does not endorse or warrant in any way any materials, information, goods or services available through such linked sites or any privacy or other practices of such sites. If you decide to access any of the linked sites, you do so entirely at your own risk. CinderBio reserves the right to terminate any link at any time.

7. Prohibited Actions. You agree not to interrupt, or attempt to interrupt, the operation of the Website in any way. Unauthorized use or modification of any information stored on the Website may result in criminal and/or civil prosecution under federal, state and local law. You may not use the Website for anything other than a lawful and legitimate purpose. You agree not to use the Website to carry out any unauthorized alteration of any data or information on the Website or to conduct any activity that infringes on the copyright, patent, trademark, service mark or other rights of any person or entity. You shall not restrict or inhibit any other user from using and enjoying any service conducted on the Website. The Website is not intended for use by anyone under the age of 18. We reserve the right to limit or deny your access to the Website or take other appropriate action if you violate any provision of these Terms or if you conduct any activity that violates the rights of any person or entity, or which we in our sole discretion deem unlawful, offensive, threatening, abusive or potentially harmful or malicious.

8. Modification of Terms. We reserve the right to make changes to these Terms at any time. If we propose to change these Terms, we will display at least 2 weeks' prior notice of the change on www.CinderBio.com or such other site as we consider will give appropriate notice of the change. Your continued use of the Website constitutes your agreement to comply with such revisions, so you should visit a Website page from time to time.

9. E-mail May Not Be Used to Provide Notice. Communications made through the Website's e-mail and messaging system shall in no way be deemed to constitute legal notice to CinderBio or any of its officers, employees, agents or representatives, such as where notice to CinderBio is required by contract, or any federal, state or local laws, rules or regulations.

10. Disclaimer; Limitation of Damages.

    1. CinderBio expressly disclaims all liability for any viruses or other contamination of your computer system or other device used to access the Website as a result of your use of the Website, and expressly disclaims all liability for actions taken or not taken based on any or all of the contents of the Website. THE WEBSITE IS PROVIDED "AS IS," WITHOUT ASSURANCES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CINDERBIO NEITHER MAKES NOR GIVES ANY ASSURANCES (WHETHER WARRANTIES OR CONDITIONS OR OTHERWISE) OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT ACCESS TO OR OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE.

    2. USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, OTHER COMMUNICATIONS, CONTENT OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE WEBSITE.

    3. IMPORTANT NOTE: The previous provisions of this Disclaimer; Limitation of Damages section do not apply to the extent they would be unenforceable or otherwise contrary to laws which provide for mandatory consumer rights and which are applicable to these Terms. Some mandatory laws, for example, provide for nonexcludable consumer guarantees. To the extent such laws apply to these Terms, you agree that our liability to you in respect of matters under these Terms will be limited to the maximum extent permitted by such laws.

11. Applicable Laws; Venue. (a) The display of the Website alone does not subject CinderBio to any specific jurisdiction. Access to the Website from any territory where the content is illegal is prohibited. If you choose to access the Website from other locations, you do so at your own risk and are solely responsible for compliance with any and all applicable laws, rules and regulations. You may not use or export any of the Website materials in violation of U.S. export laws and regulations. (b) Any claim related to the use of the Website or to the Website materials shall be governed by, construed and enforced in accordance with the laws of the State of California as applied to agreements made and to be performed entirely therein. Any action arising out of or related to the access, use, content or existence of the Website shall be filed only in the appropriate state or federal court located within the State of California. The access, viewing or use of the Website constitutes the user's express permission and consent to the jurisdiction of the state and/or federal courts of the State of California for purposes of such actions. (c) The references to the State of California in para (b) of this section do not apply to the extent they would be unenforceable or otherwise contrary to laws which provide for mandatory consumer rights and which are applicable to these Terms. Some mandatory laws may require the governing law or the forum for the determination of disputes to be other than those of the State of California.

12. Privacy. We have a Privacy Policy. It applies to personally identifiable information collected by us through the Website and other systems and processes under our control. A copy of this policy is at the following link https://www.CinderBio.com/legal/privacy-policy.

 

Product Terms and Conditions of Sale

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1. Contract Terms. These are the contract terms and conditions ("Terms") under which Cinder Biological, Inc. ("CinderBio"), directly or through CinderBio's authorized distributor or affiliate, sells the products ("Products") to a person or entity ("Customer"). Additional written contract terms that apply to this sale ("Additional Terms") may be found in a quotation to Customer. In the event of a conflict between the Terms and any Additional Terms, the Additional Terms will control. These Terms, together with our quotation, and any Additional Terms therein, create the contract ("Contract") between CinderBio and Customer for the purchase and sale of the Product. No quotation given by CinderBio shall constitute an offer to supply the Products. An order placed by Customer, whether or not in response to a quotation, shall constitute an offer made to CinderBio subject to these Terms and any Additional Terms. No terms or conditions put forward or implied by Customer, in an order, invoice, correspondence or elsewhere, shall be binding on CinderBio and such conditions or stipulations are hereby excluded and extinguished. CinderBio's failure to object to any such terms shall not constitute a waiver by CinderBio and shall not constitute acceptance by CinderBio of such terms and conditions. The Contract cannot be amended or modified unless agreed to in writing by both parties. All Contracts for Products are subject to availability. Any error or omission in any quotation, catalog, sales literature, invoice or other document issued by CinderBio shall be subject to correction by CinderBio without liability to CinderBio.

2. Orders. Customer shall be responsible to CinderBio for the accuracy of all orders. In the event of a discrepancy between a catalog number and its product description, the catalog number will be used to satisfy the order. Customer shall be responsible to CinderBio for all confirmation orders to be clearly marked "CONFIRMATION" to avoid duplication of an order. All Customer's orders are subject to CinderBio's acceptance. CinderBio reserves the right to make changes in the specification of Products ordered which do not materially affect quality or performance of the Products.

3. Price. Unless specifically agreed otherwise, the price for the Products will be that as shown in CinderBio's current online catalog at the time of delivery or a valid quotation. The price is exclusive of Value Added Tax (VAT) and all other similar sales taxes, fees or charges, as applicable. If CinderBio is required to pay any such tax, fee or charge, Customer shall reimburse CinderBio or, at the time of order, Customer shall provide CinderBio with an exemption certificate acceptable to the relevant taxing authorities. CinderBio reserves the right to charge a fuel surcharge, delivery, packaging and/or handling charge on all orders. If Customer is tax exempt, Customer shall provide to CinderBio a tax exemption certificate from time to time upon request by CinderBio.

4. Payment. Payment terms are net 30 days from date of invoice. No offsets, settlement discounts or other deductions of any kind may be made against amounts due. The time for payment shall be of the essence for all Products. In the event of default in payment by a due date, CinderBio reserves the right, without prejudice to other rights, to (a) charge interest at the Applicable Federal Rate +2% per annum as of the time of default and/or (b) suspend further deliveries. CinderBio reserves the right to withhold delivery of all Products until payment of all amounts owed in respect thereof is confirmed. All amounts due are payable in invoiced currency unless otherwise agreed in writing. All costs, including, without limitation, legal expenses incurred by CinderBio in recovering overdue debts will be payable by Customer.

5. Delivery and Return. Unless agreed to otherwise by CinderBio in writing, all sales are EXW (origination point) Incoterms 2010. Customer may be responsible for freight and insurance costs. CinderBio reserves the right to make delivery in installments. Products supplied will not be accepted for return unless returned in accordance with an authorization issued by CinderBio.

6. Product Use Limitations.

   1. The purchase of a Product only conveys to Customer the nontransferable, non-sublicensable right to use the Product purchased in compliance with the applicable intended use statement or limited use statement if any, in CinderBio's catalogs, on its website, or on the label or associated documentation. No other rights or licenses to CinderBio's intellectual property are granted by the purchase and sale of a Product hereunder. Unless agreed to by CinderBio in writing, Customer receives no right to resell the Product purchased hereunder. Customer shall be solely responsible for any third-party intellectual property that may address Customer's intended use of the Product. Customer shall be solely responsible for any third-party intellectual property that may be required to manufacture or use a custom Product. Customer agrees to comply with all applicable laws, rules and regulations related to its use of the Products.

   2. In addition to the limitations in Section 6(a), with respect to any software Products or software incorporated in or forming a part of the Products, Customer's only rights in such software are a limited, non-exclusive, nontransferable license to use the software (i) solely for Customer's internal business purposes; and (ii) if the software is incorporated in or forming a part of the Products, in conjunction with the Products. Customer agrees not to (y) modify the base source code of the software or (z) examine the software with tools designed to disassemble, decompile or reverse engineer the same. Ownership of and title to such software and all associated patents, copyrights, trade secrets and other proprietary rights remain with CinderBio or its suppliers. Software Product purchases may be subject to an end-user license agreement or additional license terms.

7. Intellectual Property. Customer acknowledges that, as of the date of this Contract, Customer neither has nor is acquiring any license, concession, rights for use (except as granted herein) or any other right, title or interest in or to any trademarks, trade names, patents, developments, specifications, techniques or other proprietary or confidential information related to the Products. CinderBio exclusively owns all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, and other results that are conceived, developed, discovered, reduced to practice or generated by or for us, or jointly by you and us, in relation to compositions, processes, designs, methods, articles of manufacture or machines utilized in manufacture of a custom Product. You agree to transfer and assign, and hereby do assign, to us all your right, title and interest in and to any joint intellectual property. At our request and at our expense, you will help us secure and record our rights in such intellectual property.

8. Product Claims. Product claims are subject to change. Please contact CinderBio Technical Services or access the CinderBio online catalog for the most up-to-date information on the Products. Applications mentioned in CinderBio's literature are provided for informational purposes only. CinderBio does not warrant that all applications have been tested in CinderBio laboratories using Products.

9. Regulatory. Each Product is labeled for its intended use. Customer acknowledges that the Product is to be used in accordance with its intended use. Products labeled as Research Use Only have not been approved, cleared or licensed by the United States Food and Drug Administration or any other regulatory entity, whether foreign or domestic, for any specific intended use, whether research, commercial, diagnostic or otherwise. Products labeled "For Laboratory Use" are intended For Research Use Only outside the United States. Customer must ensure it has any regulatory approvals that are necessary for Customer's intended uses of the Product. Customer further agrees to comply with all applicable laws and regulations when using, maintaining and disposing of the Product.

10. Warranties and Warranty Disclaimers. Each Product is warranted to meet or exceed the specifications stated in either the materials sent with the Product or, if no such materials are so provided, the specifications for such Product posted on CinderBio's online catalog at the time of sale. WARRANTIES IN THIS CONTRACT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, SAID WARRANTIES BEING EXPRESSLY DISCLAIMED.

11. Limitations of Liability.

    1. Customer agrees that its sole and exclusive remedy against CinderBio shall be limited to the repair or replacement of Products or parts of Products, provided CinderBio is promptly notified in writing, prior to the expiration of the applicable warranty period, of any defect. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as CinderBio is willing and able to repair or replace the Products or parts of Products. THIS PARAGRAPH STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.

    2. All claims arising under this Contract shall be valid and enforceable for one (1) year from the date any such claim accrues. IN NO EVENT SHALL CINDERBIO BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES AND PROFITS, EVEN IF CINDERBIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY, IF ANY, OF CINDERBIO FOR ALL DIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM CINDERBIO'S BREACH OF THIS CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICES IN CONNECTION WITH THE PRODUCTS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE AMOUNT PAID FOR THE PRODUCTS. THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS CUSTOMER'S EXCLUSIVE, ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Export Compliance. Customer acknowledges that the Products are subject to United States export control laws and regulations. Customer agrees to comply with all applicable United States export control laws and regulations for all Products.

13. Hazards and Toxicity. All Products offered by CinderBio are intended for use by qualified professionals who are trained in good laboratory procedures and are familiar with their potential hazards. The Products contain chemicals that may be harmful if misused. Due care should be exercised with all Products to prevent direct human contact.

14. Product Availability and Allocation. Customer understands that CinderBio purchases or manufactures certain materials that are key to the manufacture of one or more of the Products. Should any Product become unavailable due to the inability of CinderBio to obtain or manufacture said materials, despite CinderBio’s commercially reasonable efforts to do so, CinderBio’s inability to perform hereunder due to such unavailability shall not constitute a breach hereof, and Customer shall hold CinderBio harmless for any loss or damages that Customer may incur as a direct or indirect result of such unavailability of materials, even if CinderBio has been made aware of the potential for such losses or damages. CinderBio reserves the right, in its sole discretion and without liability, to allocate supply of the Products and materials used to manufacture the Products.

15. Force Majeure. CinderBio is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, whether foreseen or unforeseen, including but not limited to acts of God, strikes, labor disturbances, fires, pandemics, or any other cause beyond the reasonable control of CinderBio. In the event of any such delay the delivery shall be deferred for a period equal to the time lost by reason of the delay.

16. Assignment. Neither party shall assign this Contract, whether by operation of law or otherwise, without the prior written consent of the other party.

17. No Waiver. No failure or delay by either Party in exercising any of its rights or remedies hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

18. Miscellaneous. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract. The parties agree that any rule requiring construction of any provision of this Contract against its drafter shall not apply hereto.

 

Updated August 23, 2023