All sales are subject to the following terms and conditions:

1. ACCEPTANCE GOVERNING PROVISIONS. Advanced Asymmetrics, Inc. (Seller) accepts Buyer's order expressly conditional on Buyer's assent to the terms and conditions herin and no other terms on any purchase order or other document supplied by Buyer or Seller shall be applicable. This contract shall be interpreted according to the laws of the State of Illinois.

2. CHANGES AND CANCELLATIONS. No change in any term of this contract shall be binding upon Seller unless submitted in writing by Buyer and expressly accepted by Seller prior to acceptance of order. No order shall be cancelled or changed by Buyer unless Seller expressly consents in writing, except if product has not been shipped by the ship date promised. If no ship date is specified, a ship date five business days after order acceptance shall be implied.

3. DELIVERY, CLAIMS, DELAYS, RETURNS. Unless specified by Seller in writing, all sales are Ex Works Seller's shipping point. Any claims for shortages, defects or damages shall be made withing ten days of Buyers receipt of goods. Seller shall not be liable for any loss, damage, or penalty as a result of any delay in or failure to manufacture or deliver any product. Goods may not be returned except with Seller's written permission, and then only in strict complience with Seller's instructions.

4. USE OF PRODUCTS. Products are offered for laboratory and manufacturing use only and are not intended for use as drugs, food additives, cosmetic, household chemicals or other non-specified uses. Products are offered for research use only. The listing of a material in Seller's catalog does not constitute a license to, or a recommendation for, its use in infringement of any patent. All products should be handled only by qualified and trained individuals. Buyer acknowledges that there are hazards associated with the use of products and represents and warrants to Seller that Buyer has the sole responsibility to investigate, research and verify the hazards involved in using products. Buyer will ensure that all use of products is in accordance with any instructions and cautions, if any, furnished by seller. If Buyer resells or transfers product, Buyer shall not represent product as being from Seller nor disclose Seller's assay or sell contingent on Seller's assay of product unless product is sold or transferred unopened, in its original container, and has been stored according to Seller's instructions.

5. TOXIC SUBSTANCES CONTROL ACT. Buyer acknowledges that products are sold solely for research and development, and shall use, transfer, and sell products only in accordance with all applicable government regulations, including but not limited to the Toxic Substances Control Act. Products are only to be used by, or directly under the supervision of, a technically qualified individual, and only after review of all applicable information regarding health and safety risks. All uses of such products, including transfer and resale, are governed by 40CFR720.36 (text) (PDF).

6. WARRANTIES. The information included in Seller's catalog has been obtained from normally reliable and dependable sources and is correct to the best of Sellers knowledge, but no guarantee of accuracy is made. Seller warrants that its products shall conform to the description of such products as provided in Seller's catalog and any Certificate of Analysis provided by Seller. THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO OUR PRODUCTS, WHETHER USED ALONE OR IN CONNECTION WITH ANY OTHER SUBSTANCE. Any use described by Seller or in Seller's catalog represents a possible use of product and may not be taken as a warranty that product is suitable for such purpose.

Seller's sole and exclusive liability and Buyer's sole and exclusive remedy with respect to products demonstated to Seller's satsfaction to be defective or non-conforming shall be, at Seller's sole discretion, the replacement of such products without charge or refund of the purchase price upon the disposion of such products in accordance with Seller's instructions. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BUYER'S CLAIM IN CONTRACT, NEGLIGENCE, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE WITH RESPECT TO GOODS SOLD, SERVICES RENDERED, ADVICE PROVIDED, OR ANY OTHER UNDERTAKINGS, ACTS, OR OMISSIONS RELATING THERETO. IN CONSIDERATION OF THE SALE OF PRODUCT TO BUYER, WHICH SALE SELLER WOULD NOT OTHERWISE MAKE, BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ALL CLAIMS, EXPENSES, LOSSES AND LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF BUYER'S HANDLING AND/OR USE OF PRODUCT, WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER SUBSTANCE.

7. PRICES, PAYMENT, TAXES AND OTHER CHARGES. All sales are at the price in effect at the time of shipment. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. Terms of sale are net 30 days from date of invoice. Seller may demand full or partial payment in advance if Buyer's financial condition or payment history does not justify the terms of payment specified. If Buyer defaults in any payment when due, under any order, Seller may, at its option and without prejudice to its other lawful remedies, defer delivery or cancel this contract. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee, or charge of any nature imposed on or measured by the transaction between Seller and Buyer shall be paid by Buyer. In the event Seller is required to pay any such tax, fee, or charge, Buyer shall reimburse Seller.