Polyera Corporation

All sales in connection with this quotation are subject to the unqualified acceptance of Polyera's accompanying terms and conditions and are conditioned on assent to those terms and conditions to the exclusion of all other terms. If this quote is considered an offer, acceptance is expressly limited to such terms and conditions. Buyer's order or taking delivery of or otherwise accepting or using any product shall constitute conclusive evidence of assent to and acceptance of such terms and conditions.

TERMS AND CONDITIONS

1. Sale and Purchase. Seller will use reasonable commercial efforts to sell to Buyer and Buyer will purchase from Seller the Products in the quantities specified in the table above only for Buyer's own internal use for research purposes (and Buyer agrees that it will not use Products for any other purpose and will not transfer or provide any access to Products to any third party).

Products are Seller's products specified above. Buyer will not analyze the composition of the samples without written authorization from Seller. Buyer will not disclose the composition of the samples to any third party without written authorization from Seller.

2. Payment and Delivery Terms. Buyer shall pay to Seller (i) with respect to Orders, the prices specified on this site. Payments due hereunder to Seller shall be paid to Seller in US dollars not later than thirty (30) days following the receipt of Products. In addition to the price, Buyer will pay all charges, including without limitation insurance premiums, and shall be responsible for all taxes (except Seller's U.S. income taxes), duties, costs of compliance with export and import controls and regulations, and other governmental assessments.

3. Product Designations. Buyer will not remove any names, designations or notices from any Product.

4. Warranties. Seller warrants only to Buyer that the Products, when shipped to Buyer by Seller, will conform in all material respects to the applicable specifications sheets shipped with the Products. Such warranty does not apply to units that have been damaged, mishandled, mistreated or used or maintained or stored other than in conformity with such specifications and Seller's instructions.

EXCEPT FOR BODILY INJURY, BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE FOREGOING WARRANTY SHALL BE THE REPLACEMENT OF OR (AT SELLER'S OPTION OR IF REPLACEMENT IS IMPRACTICAL) REFUND FOR RETURNED NON-CONFORMING UNITS OF PRODUCT FOR WHICH FULL DOCUMENTATION AND PROOF OF  NON-CONFORMITY IS PROVIDED TO SELLER WITHIN ONE (1) MONTH AFTER THE ORIGINAL NON-CONFORMING UNITS (BUT NOT REPLACEMENTS) ARE SHIPPED BY SELLER. EXCEPT FOR THE FOREGOING WARRANTIES, SELLER DOES NOT MAKE (AND HAS NOT AUTHORIZED ANYONE TO MAKE) ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SELLER HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS PROVIDED ABOVE.

5. Confidentiality and Intellectual Property. Any technical, financial or other information provided by Seller to Buyer or otherwise relating to Products ("Confidential Information") shall be held in confidence and not disclosed or used by Buyer; this obligation will not apply to information that is generally and freely publicly available through no fault of Buyer, or that Buyer otherwise rightfully obtains from third parties without restriction.

6. Limited Liability. EXCEPT FOR BODILY INJURY, SELLER WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID TO SELLER HEREUNDER OR (II) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. SELLER SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL OR FOR ANY ALLOCATION OF PRODUCTS BETWEEN ITS CUSTOMERS IN THE EVENT OF A SHORTAGE.

7. SAFETY. BUYER ACKNOWLEDGES THAT THE MATERIALS ARE EXPERIMENTAL IN NATURE, MAY HAVE HAZARDOUS PROPERTIES AND SHOULD BE HANDLED WITH APPROPRIATE PRECAUTIONS AND, NOTWITHSTANDING ANYTHING ELSE, WILL INDEMNIFY SELLER FROM ANY DAMAGES, LIABILITY, COST,  EXPENSE OR ATTORNEY FEES IN CONNECTION WITH ANY ALLEGATION OF OR RELATING TO EXPOSURE OF HUMANS, ANIMALS OR THE ENVIRONMENT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY BODILY INJURY.

8. FCPA and Export Control. Buyer shall comply with the U.S. Foreign Corrupt Practices Act (regarding, among other things, payments to government officials) and all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (?OFAC?), or other United States or foreign agency or authority, and not export, or allow the export or e-export of any Product (or any product incorporating such Product) in violation of any such restrictions, laws or regulations (including, without limitation, export or re-export to destinations prohibited either in Country Groups Q, S, W, Y or Z country specified in the then current Supplement No. 1 to Section 770 of the U.S. Export Administration Regulations (or any successor supplement or regulations), or the OFAC regulations found at 31 C.F.R. 500 et seq.); Buyer shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the export from the U.S. of all Products to any location and shall demonstrate to Seller compliance with all applicable laws and regulations prior to delivery thereof by Seller.