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Terms and Conditions of Sale

Contents

1. Acceptance of Terms

All orders are strictly subject to these Terms and Conditions that apply to the exchange of products and/or services between J&K Scientific Ltd. (hereinafter referred to as “J&K”) and its clients or customers (hereinafter referred to as “Buyer”).

By purchasing J&K products, Buyer agrees to all of the following Terms and Conditions of Sale. J&K will not be bound by any variations and/or additions to these Terms and Conditions in any documents provided by Buyer. J&K’s failure to enforce any Term or Condition hereunder shall not be construed as a waiver of such rights, a continuing waiver, or a waiver in any other instance. If any provision of these Terms and Conditions of Sale shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings contained herein are for convenience only and shall not affect their interpretation. These Terms and Conditions of Sale are intended to be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.

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2. Delivery, Claims and Return Shipments

2.1 Method of Shipment

All orders will be packed professionally by J&K and shipped from a J&K warehouse location. For some chemicals, special packaging for shipment is necessary. J&K’s Customer Service Representatives will advise Buyer of these additional shipping charges at the time the order is placed and these charges will be invoiced in addition to actual freight costs. J&K will determine the method of shipment and choice of carrier and reserves the right to change the method of shipping for any reason. Delivery to the carrier at J&K's shipping point shall constitute J&K's sole shipping obligation and Buyer shall thereafter bear all risks of loss or damage in transit.

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2.2 Claims

Upon Buyer's receipt of shipment, Buyer shall immediately inspect all products and report any damage, shortage or defect in writing to J&K's Customer Service Department within six (6) days. If Buyer fails to so notify J&K within six days after the products have been received, such products shall conclusively be deemed to conform to the Terms and Conditions hereof and to have been irrevocably accepted by Buyer. J&K shall not be liable to Buyer for any losses or damages resulting from a late delivery or from J&K's failure to perform due to any cause beyond J&K's reasonable control.

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2.3 Returns

Due to the nature of chemical products, sold products may not be returned except with J&K’s agreement. Buyer must contact J&K’s Customer Service Department to get written authorization for the return. Return will not be accepted or processed without written pre-authorization from J&K. When consent for product return has been granted by J&K, Buyer shall follow any and all instructions provided by J&K. Some products cannot be returned to J&K, including, but not limited to, reagents past their expiration date, opened products, custom or special order products, refrigerated or frozen products, leaking or damaged chemicals, items with missing or obliterated labels, parts or instructions. J&K reserves the right to determine timelines for product returns and any processing charges associated with product returns.

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3. Order Changes and Cancellations

3.1 Order Changes

Once submitted, any change(s) to order(s) may be made only prior to shipping and must be expressly agreed to in writing by an authorized J&K representative. No order for products placed by Buyer shall be binding on J&K unless and until accepted by J&K.

J&K may allocate its supply among any or all Buyers on such basis as J&K deems practical and fair. If J&K is unable for any reason to provide all products for a Buyer’s order, J&K will incur no liability for any failure of performance which may result.

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3.2 Order Cancellations

An order can only be cancelled when allowed by the J&K online order system or when approved by J&K. Approval for order cancellation may be contingent on payment by Buyer of J&K’s costs or other charges, including, but not limited to, costs of producing non-standard package products, storage and shipping costs, costs of materials, and any other costs resulting from cancellation. J&K reserves the right to cancel any order in whole or in part.

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4. Use of Products

4.1 Uses

J&K products are intended for laboratory research purposes only. Unless otherwise stated either on product labels, in J&K's Catalog or in other literature furnished to Buyer by J&K, products are not to be used for any other purposes, including but not limited to, use as or as components of drugs, for human or animal use, or in medical devices, cosmetics, food additives, household chemicals, agricultural or horticultural products, pesticides, or for commercial purposes. Buyer acknowledges that the products have not been tested by J&K for safety or efficacy in any particular application unless otherwise stated in J&K's written materials furnished to Buyer.

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4.2 Export Compliance

Buyer acknowledges that all products purchased or received from Seller are subject to export control laws, restrictions, orders, rules and regulations of local and foreign agencies or authorities (collectively, Export Laws). Buyer represents and warrants that it will comply with all applicable Export Laws, and shall not export, divert, re-export, transship or transfer to any prohibited or embargoed country, restricted party or otherwise in contravention to such Export Laws. Buyer represents and warrants that it is not on any restricted party list maintained by any government and is not prohibited by applicable law from purchasing any products hereunder. Buyer shall be responsible for determining its compliance obligations, including obtaining any export licenses or approvals required by law.

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4.3 Buyers' knowing to hazards

Buyer acknowledges that there are hazards associated with the use of products provided by J&K. All of J&K's products shall be handled only by qualified and trained individuals. Buyer represents and warrants to J&K that from Buyer's own independent review and study it is fully aware and knowledgeable about the need to adequately warn of health and safety hazards, health and safety hazards associated with the handling of the products purchased, the necessary controls to protect its workers from such health and safety hazards, and government regulations regarding the use of and exposure to such products.

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5. Pricing and Terms

5.1 Pricing

All prices are shown in the currency of Buyer’s local sales region as defined by J&K and are subject to change without notice. Buyer should contact J&K for current price information. Any price quoted by J&K is valid only when Buyer places a corresponding order within the time specified on the quote or, if no time period is mentioned, within thirty (30) days.

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5.2 Taxes and Other charges

Buyer shall be responsible to pay all sales or use taxes, excise taxes, duties, customs, import or export fees and any other taxes, fees or charges of any nature applicable to Buyer's purchase of products or services. Buyer may provide J&K at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge. Any such charges, taxes or fees that are incurred must be paid by Buyer separately and in addition to the prices quoted or invoiced. In the event J&K is required to pay any such tax, fee or charge, Buyer shall reimburse J&K forthwith.

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5.3 Payment Terms

Payment in full shall be made within thirty (30) days of invoice for those customers who have established an account with J&K that allows for post-delivery payment. Such post-delivery payment accounts shall be established solely at the discretion of J&K. Past due balances are subject to 1.5% service charge per month (18% per year) after thirty (30) days and Buyer must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees, accounting fees and related costs. If for any reason J&K determines that it has concerns about the financial condition of Buyer, Buyer's payment history or any other condition that in the opinion of J&K is grounds for refusing to sell to Buyer on credit, J&K may, without notice to Buyer, cancel an order, change payment terms or insist upon pre-payment of any order prior to shipment, or may delay the delivery of the products until Buyer makes accommodations acceptable to J&K.

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6. Warranties, Liabilities, Indemnities and Disclaimers

6.1 Warranties

J&K warrants its products to conform to the catalog, analytical data or descriptions in other written documents provided by J&K. J&K makes no other warranty, express or implied, including meeting any particular purpose, merchantability or suitability of implied warranties. J&K may solely determine sales related guarantees are no longer valid in circumstances that include, but are not limited to, the following: Misuse of product in any manner, or failure to operate in accordance with accepted industrial standards, or failure to follow instructions provided by J&K.

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6.2 Liabilities

For those goods confirmed to be defective or non-compliant by J&K, the sole remedy for Buyer is replacement of these products by J&K. Buyer shall follow instructions provided by J&K for such replacement. No additional charge or refund will apply to such a replacement. J&K is not responsible for collateral damage, indirect damage or other special damages caused from defective or nonconforming product or misuse, even if J&K is informed of the possible damage, including but not limited to: loss of use, loss of work in progress, stop time, loss of profits, failure to achieve procurement savings, any liability of Buyer to a third party, losses due to labor or other costs caused by product damage or loss including personal injury or property damage. Claims for rejected, nonconforming product, or any other claim against J&K, must be made in writing and must be received and acknowledged by J&K in writing within thirty (30) days of Buyer's receipt of the product in question. Any claims not satisfying this condition shall be deemed waived.

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6.3 Indemnities

Buyer agrees to indemnify and hold harmless J&K, its employees, agents, successors, officers and assigns for and against any and all suits, claims, demands, liabilities, losses, damages and/or expenses, including costs and fees of legal counsel and all other costs of defending any action, that J&K may incur as a result of any act or failure to act by Buyer, its officers, agents or employees, successors or assignees, its customers or all other third parties, whether direct or indirect, in connection with the possession or use of any product sold by J&K or by reason of Buyer's breach of any of its agreements contained herein.

Buyer's indemnity shall extend to any claim brought against J&K by a third party alleging that the use of a product by Buyer infringes the patent rights, trademarks, intellectual property rights or other proprietary rights of any third party.

Buyer shall notify J&K in writing within fifteen (15) days of Buyer's receipt of knowledge of any accident, or incident involving J&K's products which results in personal injury or damage to property, and Buyer shall fully cooperate with J&K in the investigation and determination of the cause of such accident.

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6.4 Disclaimers
6.4.1 Patent Disclaimer

J&K does not warrant the use or sale of its Products will not infringe individual patents or any local patent statutes, nor does it warrant that the use of its products, in combination with other products, or in any process, will not infringe any patent.

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6.4.2 Technical support

Upon Buyer request, J&K may provide technical support and information related to the purchased Product. Unless otherwise agreed in writing, all such technical assistance and information will be provided without any representation or warranty. Buyer assumes sole responsibility for results obtained in relying on this information. J&K makes no warranties of any kind or nature with respect to technical assistance or information provided, including without limitation any implied warranty of merchantability or fitness for a particular purpose. Any suggestions provided by J&K regarding use, selection, application or suitability of products will not be construed as an express or implied warranty. J&K strives to keep all technical discussions confidential, however, J&K makes no guarantee that such discussion or information will remain confidential.

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6.4.3 Force Majeure

J&K shall not be liable to Buyer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of J&K’s obligations in relation to the products, if the delay or failure was due to any cause beyond J&K’s reasonable control, including, but not limited to, war or threat of war, sabotage, insurrection, civil disturbance or requisition; an act of God, explosion, flood, tempest, fire or accident; acts, restrictions, regulations, laws, by-laws, prohibitions or measures of any kind on the part of any governmental, regulatory or local authority; strikes, lock-outs or other industrial actions or labor disputes; import or export regulations, embargoes and/or sanctions; difficulties in obtaining raw materials, labor, fuel, parts or machinery and power failure or breakdown in machinery.

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7. Governing Law

Any dispute concerning these Terms and Conditions of Sale, including as to the legality, interpretation or application shall be governed by the laws of the People’s Republic of China. Buyer agrees that any disputes that concern the products or these Terms and Conditions of Sale shall be brought in the Beijing Chaoyang District Court of People’s Republic of China. Notwithstanding the foregoing, nothing in this section shall prevent J&K from bringing a claim in any court having jurisdiction over Buyer to enjoin infringement of J&K’s trademark, patent or other intellectual property rights, or to prevent irreparable harm to J&K.

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