Terms and Conditions of Sale

1. Applicability:

1.1 These terms and conditions of sale (these “Terms”) and any Sales Documents accompanying or referencing these Terms, comprise the entire agreement (the “Agreement”) between Tisgenx, Inc. (“Seller”) and the buyer (“Buyer”) with respect to the purchase and sale of products (“Products”) and services (“Services”) indicated on Sales Documents. “Sales Documents” means any document, print or digital, provided by Seller in the purchase and sale process, including but not limited to quotations, invoices, and documents confirming, acknowledging, or accepting an order (“Order Confirmation”). If the parties have signed a contract applicable to the sale of certain Products and/or Services, the terms of such contract shall prevail to the extent they are inconsistent with these Terms.

1.2 These Terms prevail over any Buyer’s terms regardless of when such terms are provided. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and does not serve to modify or amend these Terms.

1.3 The Agreement between Seller and Buyer is created when Seller confirms, acknowledges or begins to fulfill Buyer’s order. Buyer may not modify or cancel the Agreement without Seller’s express written consent.

2. Warranty:

2.1 The sole warranty provided by Seller for each product is specifically set forth on the warranty document which shall accompany each of the products. The sole remedy for Buyer, and the sole obligation of Seller, in the event such warranty is breached, is for Seller to either replace the non-conforming product with a product that conforms to such warranty, or to refund Buyer the amount paid to Seller for such non-conforming product. Such warranty may be modified from time to time by Seller in its sole discretion.

3. Returns:

RETURN CONDITIONS:

1. Item returned matches authorization.
2. Non-catalog, obsolete, discontinued and clearance items are considered final sales and will not be accepted for return or exchange.
3. All returns require prior approval, and an assigned Returned Goods Authorization (RGA) number to the requested return.
4. RGA number is valid for 30 days only.
5. Item returned is undamaged, not modified, is complete, in its original package.
6. Request for Credit must be submitted within 90 days from invoice date.
7. Freight on returned item must be prepaid with the RGA number clearly printed on the shipping label or on the packing slip.
8. Returned item is subject to inspection prior to credit being issued.

4. Payment:

4.1 Payment will be made according to the payment terms indicated on the Sales Documents.

4.2 All amounts due shall be paid in the currency found on the invoice.

4.3 If payment is made by wire or other electronic funds transfer, the Buyer is solely responsible for any bank or other fees charged and will reimburse Seller for any such fees.

4.4 If any payment is not made by the due date, the Seller may exercise all rights and remedies available by law.

4.5 Buyer shall pay for all costs (including reasonable attorneys’ fees) incurred by Seller in connection with the collection of late payments.

5. Limitation of Liability:

5.1 To the maximum extent permitted by applicable law, the Seller shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the use or performance of its Products or Services including, but not limited to, loss of profit, promotion and manufacturing expenses, overhead, injury to reputation and/or loss of customers.

5.2 In no event shall Seller’s liability arising in connection with or under the Agreement (whether under the theories of breach of contract, tort liability, misrepresentation, fraud, warranty, negligence, strict liability, or any other theory of law) exceed the purchase price of the Product(s).

5.3 The Seller shall not be responsible for any damages, losses, or expenses incurred due to delays in Product delivery or availability.

5.4 Seller shall have no liability or obligation in connection with any claims of infringement to any patent, trademark, copyright, trade secret or other proprietary right or information.

6. Product Use and Limitations:

6.1 The Seller’s Products are intended for their designated purposes as described in the Product specifications and documentation. Any misuse or unauthorized modification of the Products is strictly prohibited.

6.2 Buyer represents and warrants that the Product(s) will not be used, resold, transferred, exported or reused in any way by Buyer or its successors or assigns in violation of any laws, rules or regulations of any federal, local, state or other governmental entity including export/import controls imposed by the U.S. Government.

6.3 The Buyer hereby waives and agrees to indemnify Seller from and against any liability for any damages or injuries arising from the misuse, illegal use, improper installation, or unauthorized modifications of its Products.

7. Intellectual Property:

7.1 The Seller retains all intellectual property rights, including copyrights, trademarks, and patents, associated with its Products and all components thereof.

7.2 The Buyer shall not reproduce, modify, distribute, reverse-engineer, or use the Seller’s intellectual property.

8. Governing Law and Dispute Resolution:

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws provisions.

8.2 Any disputes arising out of or in connection with this Agreement shall be resolved through good-faith negotiations between the parties. If the parties fail to reach a resolution, any legal action must be brought exclusively in the courts of the State of California.

8.3 The prevailing party in a dispute hereunder shall be entitled to an award of its attorneys’ fees and costs.

9. Severability:

9.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

9.2 By purchasing the Seller’s Products or Services, the Buyer acknowledges that they have read, understand, and agree to be bound by this Agreement. Additionally, the Buyer’s order completion signifies a digital signature agreeing to these terms.