GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS OR SERVICES

1.     Definitions.

(a)   “Seller” means BioTimes, Inc.

(b)   “Buyer” means the entity to which BioTimes, Inc. provides Products and Services.

(c)   “Contract” means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by Seller in writing, for the sale of Products or Services, together with these Terms and Conditions, Seller’s final quotation, the agreed scope(s) of work, and Seller’s order acknowledgement. In the event of any conflict, the Terms and Conditions shall take precedence over other documents unless otherwise defined in the separate agreement.

(d)   “Price” means the listed price on BioTimes’s website or agreed price stated in the Contract or Quotation for the sale of Products and Services, including adjustments (if any) in accordance with the Contract.

(e)   “Products” means the bioreagents, such as recombinant proteins, antibodies, assay kits, and other materials Seller supplies to Buyer.

(f)    “Services” means the services Seller has agreed to perform for Buyer under the Contract.

(g)   “Terms and Conditions” means these “General Terms and Conditions for the Sale of Products or Services”, together with any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.

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2.     Payment Terms.

(a)   Terms of payment are net thirty (30) days following the date of invoice, or by credit card paid upon purchasing of the products, all payable in the currency specified in the invoice.

(b)   Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.

(c)   Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs. In addition to all other remedies available under these Terms and Conditions or at law (which Seller does not waive by the exercise of any rights hereunder)

(d)   Seller shall be entitled to suspend the delivery of any pending Products if Buyer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.

(e)   Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.

(f)    If Buyer disputes any invoice or portion thereof, it shall notify Seller in writing within thirty (30) days of receipt of the invoice, detail the reason for the dispute, and pay all undisputed amounts. All charges not timely disputed in writing shall be deemed to be undisputed and shall be due and payable as set forth above.

(g)   All payments shall be sent through wire transfer, PayPal, check and ACH indicated on Seller’s invoices. Wire transfer fees are at the charge of the Buyer and should the Buyer deduct these fees from the total invoice amount, Seller reserves the right to separately invoice the Buyer for the transfer fees.

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3.     Price.

(a)   Buyer shall purchase the Products and, if applicable, shall pay the price of the products or the services provided from Seller at the agreed price. Prices are subject to change without prior notice and Seller shall thereafter notify Buyer of any price increases. In the event of a price increase, Buyer may cancel any undelivered portion of any order by written notice to Seller, provided such notice is received by Seller not more than ten (10) days after Buyer’s receipt of Seller’s notice of price increase. Upon cancellation, Buyer shall pay Seller: (1) the Contract Price for all Products which have been completed or are in the process of completion, (2) components or goods secured by Seller from outside sources for the performance of the Contract, and (3) special tooling and equipment procured for the performance of the Contract. All prices shall be confidential, and Buyer shall not disclose such prices to any unrelated party.

(b)   All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes.

(c)   The Price excludes shipping and handling charges, which are the obligation of Buyer and will be added to the invoice if prepaid by Seller.

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4.     Disclaimer of Warranty

(a)   Seller warrants that all products manufactured by Seller shall, at the time of sale, comply with applicable Seller specifications. All products not manufactured by Seller are sold only with the warranties provided by the manufacturer of products, if any. Seller makes no other warranty with respect to the products, and disclaims any and all warranties, express or implied, including the implied warranties of merchantability for a particular purpose. Seller personnel are not authorized to alter this disclaimer of warranty.

(b)   All Products are sold for research or further manufacturing use only and are not intended for use in human. Any services provided by Seller at Buyer’s request shall be provided as a customer service only and shall not be deemed to act as a warranty or approval of Buyer’s use of the Products, nor shall Seller be liable for failure to detect improper use of the Products by Buyer.

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5.     Limitation of Liability.

(a)   In no event shall seller be liable to buyer or any third party for any loss of use, revenue or profit or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not seller has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

(b)   In no event shall seller’s aggregate liability arising out of or related to this contract, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to seller for the products sold hereunder or, as to services, for the amounts paid to seller for services performed hereunder.

(c)   This limitation of liability is a material basis for the parties’ bargain and reflects the bargained-for allocation of risks between Seller and Buyer, without which Seller would not have agreed to provide the Products or services at the price charged.

(d)   No product will be accepted for credit by Seller if it is substantially in accordance with the specifications. Claims by Buyer for shortages or errors in delivery must be made in writing within thirty (30) days after the delivery of the products. No return shall be shipped to Seller except after securing written instructions from Seller. Damage incurred at Buyer’s location such as in the process of inspection, handling, and repackaging shall be the sole responsibility of Buyer.

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6.     Cancellation of Purchase Order.

Buyer may cancel its order of products or services upon the agreement with Seller. All cancelations may subject to payment to Seller of reasonable and proper cancelation charges. Buyer may return Products only at its sole cost and only with the prior written authorization of Seller, subject to a restocking fee as agreed by the parties. No returns of special, custom, or made-to-order Products will be permitted. No returns will be permitted more than sixty (60) days after delivery.

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7.     Confidentiality; Proprietary Information.

(a)   Seller is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, or any other rights of third-parties are infringed by goods received from suppliers and/or buyers via Seller or third-parties via them, including but not limited to goods for the manufacture and/or delivery of certain Products.

(b)   Buyer shall treat information, data and materials (including Seller's products, processes and specifications) as confidential and proprietary property of Seller (the "Confidential Information"). Buyer will not disclose Confidential Information to third parties or use such Confidential Information for any purpose other than for fulfilling this purchase order. No rights or licenses to Seller 's Confidential Information or intellectual property are granted to Buyer hereunder.

(c)   The buyer is prohibited from reverse engineering the Products to produce a copy of functional similar products.

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8.     Delivery and Shipping Terms

(a)   For shipments that do not involve export Seller shall deliver Products to Buyer F.O.B. shipping point. For all shipments, Buyer shall pay all delivery costs and charges or pay Seller’s standard shipping charges plus handling. Partial deliveries are permitted. Seller may deliver Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all information necessary to proceed with the work without interruption. If Products delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, Buyer shall so notify Seller within ten (10) days after receipt.

(b)   Risk of loss shall pass to Buyer upon delivery pursuant to Section 8 (a).

(c)   Any liability of Seller for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.

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9.     Compliance with Laws.

(a)   Seller shall take reasonable steps to ensure the Products are in conformity with applicable laws and regulations; however, Buyer acknowledges that Products may be used in various jurisdictions for various applications subject to disparate regulations and therefore that Seller cannot warrant compliance with all applicable laws and regulations. Seller disclaims any representation or warranty that the Products conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by Seller in writing. Buyer shall comply with all applicable laws, regulations and ordinances. Seller may terminate the purchase orders or services if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

(b)   The products or services covered by a quotation/order may be subject to various laws including U.S. and foreign export controls. Seller is committed to complying with all relevant export laws. Buyer is responsible for applying for export licenses, if required, based on end user or country of ultimate destination. Seller’s obligations are conditioned upon Buyer’s compliance with all U.S. and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert or direct Products other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Seller’s invoice. Buyer agrees to indemnify and hold Seller harmless from any and all costs, liabilities, penalties, sanctions and fines related to non-compliance with applicable export laws and regulations.

(c)   Buyer represents and warrants that it is not subject to any trade sanctions imposed by the U.S., EU and/or UN and that it is in compliance and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN) with respect to Products sold hereunder, and shall provide evidence of compliance with the foregoing as Seller may reasonably request from time to time.

(d)   Buyer represents and warrants that it is in compliance and shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and has not, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official.

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10.  Termination.

In addition to any remedies that may be provided under these Terms and Conditions, Seller may terminate the purchase order or services with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due and such failure continues for thirty (30) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.