1. Ownership. Seller’s acceptance of Buyer’s order is expressly conditioned on Buyer’s agreement to the terms and conditions of these General Terms and Conditions of Sale (these “General Terms”) that govern any resulting sale. Seller does not agree to any conflicting terms and conditions proposed by Buyer. Buyer’s acceptance of items described in the accompanying quote (“Products”) sold hereunder will manifest Buyer’s consent hereto. If Buyer requests shipment based on telephone or facsimile order, Buyer does so with the understanding that these General Terms apply. No variation, addition, termination, or waiver of any term or condition will be binding on Seller unless in writing and signed by Seller’s duly authorized representative.

2. Use of V&P Products. All products are intended to be used for research purposes only. V&P Scientific will not be liable for use of this product for other than its intended purpose. V&P products have not been FDA-approved for use for diagnostic purposes.

3. Minimum Order. Only orders with a $50.00/USD minimum will be accepted, not including Shipping & Handling costs.

4. Delivery. Shipments are FOB San Diego; shipping charges are prepaid and added to the invoice. Shipments are sent UPS unless otherwise requested. Federal Express or other carriers are available but require payment of additional handling fees. All domestic and international shipments are insured for the price of the products. If you receive damaged products from us, you must document and report it to the shipping company and V&P within 48 hours to receive reimbursement. For UPS damage claims call: domestic (800) 742-5877, foreign (800) 782-7892 For Fedex damage claims call: domestic:(800)463-3339, foreign (866) 477-7532 For V&P Scientific call: domestic (800) 455-0644, foreign (858) 455-0643 Please save the damaged shipping boxes for the shipping company’s insurance officer to inspect and when appropriate, document damage with photographs

5. Price Increase. Prices are based on labor and material costs as of the quotation date and valid until the date shown in the quote under “Valid Until” field. Any variation in any of those costs after the “Valid Until” date will be charged to the account of the Buyer after written notice of variation in prices has been given by Seller.

6. Taxes. Except as otherwise provided by law, all sales, excise and similar taxes, or duties which Seller may be required to pay or collect with respect to the Products or their supply to Buyer, will be charged to the account of the Buyer. Where Buyer claims exemption from duty or tax, Buyer will furnish appropriate exemption certificate to Seller.

7. Excusable Delay. Seller will not be responsible for delays in delivery or failure to deliver due to causes beyond Seller’s control.

8. Warranty. The Company will make good, by repair at the Company’s option, or by the supply of replacement, defects, which under proper use, appear in the goods within a period of 12 calendar months after the goods have been delivered and arise solely from faulty design, materials or workmanship; provided that no complaints shall be admissible unless submitted in writing to the Company within five (5) days after the time of discovery of the defect or after the time the defect should have been discovered, whichever time comes first, it being understood that the Purchaser shall take reasonable care to discover any defect of whatever nature as soon as possible after taking delivery.

9. Custom Products and work. Seller goes to great effort to provide quality custom products that perform the task they were requested to do. A happy satisfied customer is our goal. Occasionally in the past we have encountered clients who change the requirements of the task or the rules of performance or the work environment after we have delivered the custom device. Because of these past “Moved Goal Posts” experiences we request that our custom clients disclose in detail exactly what their requirement expectations are and the work environment prior to our submitting a quote on custom products. That way both the customer and V&P Scientific, Inc. will know “The Rules of the Game” and neither side will have a disappointing experience. Please describe the purpose of your custom device in detail. Please describe the requirements of the task to be performed. Please describe the rules of performance (i.e. speed of action, % bound, volume delivered, accuracy etc.). Please describe the surrounding environment that may affect the performance of our custom device (temperature, sensitive to magnetic material, close to magnetic material, robot deck, sensitive to vibration, etc.).

10. Returns. No returns on custom items. No returns on products that have been in contact with lab reagents (products such as wands, manifolds, reservoirs, pin tools, etc.). There is a 25% restocking charge for returns due to customer ordering error. We try to make sure you have ordered the correct product from the beginning. So, if you realize, within a reasonable period of time, that you have ordered the wrong item, we will take it back. But in order to process the return and prepare the product for re-sale we have to charge a fee. Returns are not accepted without a written authorization. Please contact us for return instructions by phone (858-455-0643) or email (sales@vp-scientific.com). We would like to have an open return policy, but this is not practical given the nature of the work done by our customers. If the product has been used with hazardous materials (radioactive, biological, chemical) we cannot take it back. If the product has been used with a material that renders it useless or unsellable (such as a dye or material that leaves a visible residue), we cannot take it back. Unfortunately, in most cases this is what will happen to products once they have been used in a research setting. As long as the product is used as it was designed to be used, then we will make every attempt to make sure that it is functioning for that purpose. Our products are under warranty for materials and workmanship for one year after purchase.

11. Installments and Subcontract. Unless otherwise expressly stated, Seller will have the right to deliver the Products in installments. All installments will be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to pay for any installment when due will excuse Seller from making future deliveries. Seller may subcontract the performance of the whole or any part of these terms and conditions to any person.

12. Payment. Payments will be made within the terms stated on the invoice. If Buyer fails to comply with any terms of payment, Seller may withhold further deliveries or at its option terminate these General Terms whereupon any unpaid money will become immediately due. If, by the terms of sale, credit is extended to Buyer, Seller reserves the right to revoke such credit if Buyer fails to pay for any Products when due and Seller will then have the right to demand payment before any further shipments of Products. Payment terms of Net 30 days will be accepted for domestic organizations with established credit. To establish credit, please contact your sales rep, or call 858-455-0643. If you have not yet established credit, we do accept prepayment such as, credit card, check, and wire transfers. Payments made by wire transfer are subject to an additional $25 banking fee. Payments made by credit card are subject to 2.5% international credit card assessment fee.

13. Notice of Claims. Immediately upon receipt of the Products, Buyer will inspect the same. Any claim for shortage must be made within ten (10) days after Buyer’s receipt of the Products. All other claims, including claims for alleged defective Products, must be made within ten (10) days after Buyer learns of the facts upon which such claim is based, but in no event later than fifteen (15) days after Buyer’s receipt of the Products. All claims not made in writing and received by Seller within the time period specified above will be deemed waived. With respect to any defects incapable of discovery until in use or in processing in the manufacture of other products, all claims for any damages or losses as a result of such defects will be deemed waived unless made in writing and received by Seller within fifteen (15) days after Buyer’s receipt of the Products or within ten (10) days after Buyer learns of the alleged defect giving rise to the claim, whichever will first occur, and, after the expiration of either of said periods, Buyer expressly assumes all liability for all such damages or losses irrespective of any processing or use which will have taken place or whether the alleged defect will have occurred or been discovered prior to expiration of such period.

14. Setoff. Buyer will have no right to setoff any amounts due or payable to Seller hereunder against any claim or charge Buyer may have against Seller.

15. Termination for Insolvency. Seller may wholly or partly terminate any sale of Products hereunder if Buyer makes any assignment or trust for the benefit of creditors, becomes insolvent or otherwise is unable to pay its debts as they become due, or if proceedings are commenced by or against Buyer alleging bankruptcy, or insolvency, or involving the appointment of a receiver.

16. Entire Agreement. This instrument contains the entire agreement between the parties, and no promises, provisions, terms, warranties, conditions or obligations whatsoever, whether express or implied, other than herein set forth, will be binding upon either party.

17. Limitation of Liability. IN NO EVENT WILL SELLER HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE; AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY OF SELLER) FOR COVER OR FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO THE PRODUCTS OR A SALE BY SELLER TO BUYER, EVEN IF SELLER OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S AGGREGATE LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT OR OTHERWISE) WITH REGARD TO THE PRODUCTS OR A SALE BY SELLER TO BUYER WILL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PARTICULAR ITEM(S) OF PRODUCTS WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.

18. Applicable Law. Sales of Products pursuant to these General Terms will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California, U.S.A., without reference to its choice of law principles to the contrary, except that the U.N. Convention on Contracts for the International Sale of Goods (1980), or any successor thereto, does not apply. Buyer will not commence or prosecute any action, suit, proceeding or claim relating to the Products other than in the state or federal courts located in San Diego County, State of California. Buyer hereby irrevocably consents to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under these General Terms or by Seller’s sale of Products.

19. Miscellaneous. No course of prior dealings between Buyer and Seller and no usage of the trade will be relevant to supplement, interpret or explain these General Terms. Buyer shall comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority in its performance of Seller’s agreement with Buyer and use of the Product.

20. Assignment. These General Terms bind and inure to the benefit of Seller, its successors and assigns. Buyer may not assign any right or interest in Seller’s agreement with Buyer nor delegate the performance of any of its obligations without Seller’s prior written consent.

21. Notices. Any notice will be sent by registered or certified mail with return receipt requested (airmail if sent internationally) to either party’s address set forth on the face of the purchase. Notice may also be given by such other means as may be agreed upon. Notice will be effective upon receipt.