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Science Website Terms of Sale Agreement

Last Updated: April 25, 2025

BY PLACING AN ORDER FOR ANY OF THE PRODUCTS OFFERED FOR SALE ON SCIENCE CORPORATION’S (“SCIENCE,” “WE”) WEBSITE AT HTTPS://SCIENCE.XYZ (THE “SITE” AND SUCH PRODUCTS, THE “PRODUCTS”) OR BY ACCEPTING DELIVERY OF SUCH PRODUCTS, YOU AGREE TO BE BOUND BY AND ACCEPT THIS TERMS OF SALE AGREEMENT (“AGREEMENT”). IF YOU ARE AN EMPLOYEE OR AGENT OF A COMPANY (“COMPANY”) AND YOU ARE ORDERING PRODUCTS FOR USE BY SUCH COMPANY AND ITS EMPLOYEES, YOU HEREBY AGREE THAT YOU ARE AGREEING TO THESE TERMS ON BEHALF OF SUCH COMPANY, THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY TO THESE TERMS AND THAT THE COMPANY WILL BE BOUND BY THESE TERMS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THE SITE IF YOU (I) DO NOT AGREE TO THESE TERMS, DO NOT PLACE ANY PRODUCT ORDERS ON THE SITE, (II) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH SCIENCE, OR (III) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THE SITE’S CONTENTS OR PRODUCTS BY APPLICABLE LAW.

PLEASE BE AWARE THAT SECTION 23 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND SCIENCE HAVE AGAINST EACH OTHER ARE RESOLVED.

PURCHASES FROM THIRD PARTIES: IF YOU HAVE PURCHASED ANY COMPANY PRODUCTS FROM A THIRD PARTY OR ON A THIRD-PARTY WEBSITE, YOUR AGREEMENT WITH SUCH THIRD PARTY GOVERNS YOUR RIGHTS WITH RESPECT TO SUCH PRODUCTS.

  1. Application of the Agreement.

    1. Applicability. The Agreement governs purchase and sale transactions made through the online Product ordering system on the Site. The terms of this Agreement are applicable only to transactions for Products made through the Site; other Science websites on the Internet and products may have different terms and conditions. Orders by minors (persons under the age of 18) are prohibited under the Agreement and from this Site. The Agreement shall apply unless you have signed a separate, written purchase agreement with Science that expressly states that it governs purchase made by you on this Site.

    2. Updates to the Agreement. Science reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion. Science also may change or modify this Agreement from time to time, with or without notice, with such revised terms applicable from the date posted. You should recheck the effective date of the Agreement posted on this Site prior to each transaction you enter into on this Site to determine if you have reviewed the version applicable to your transaction, including without limitation, Products ordered that were previously saved (but not ordered) in this Site’s shopping cart mechanism. Science will post above the effective date of each version of the Agreement for your reference.

  2. Price Quotes and Pricing. Any price quotations provided by Science on this Site shall be valid for the period stated on the Site or in the quotation. If no time period is stated, then the price charged for an order will be the price in effect the day Science accepts the order.

  3. Order Processing and Orders. Barring problems contacting credit bureaus and financial institutions, accepted orders are typically processed the same day as entered. Orders placed on this Site are not binding until accepted by Science, via e-mail order confirmation or otherwise in writing. Science reserves the right, in its sole discretion, to accept or reject any order. Orders for Products purchased on this Site are subject to Science’s prior review and approval of your credit card, and, if you are a business (i.e. not an individual consumer), your tax/VAT number.

  4. Payment Terms. Terms of payment shall be determined at Science’s sole discretion. Unless otherwise set forth in an invoice, payment for Products shall be made by credit card. Science uses Stripe, Inc. and its affiliates as the third party service provider for payment services (a “Payment Provider”). By buying any Product, you agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms) and hereby consent and authorize Science and Stripe to share any information and payment instructions you provide with one or more Payment Provider to the minimum extent required to complete your transactions. Science may change its Payment Provider at any time, in its sole discretion and without notice to you. By providing Science with your credit card number and associated payment information, you agree that Science is authorized to immediately invoice you for all fees and charges due and payable to Science hereunder and that no additional notice or consent is required. You agree to immediately notify Science of any change in your billing address or the credit card used for payment hereunder.

  5. Prices and Taxes. Product prices shall be identified on the on-line order form at the time of your order placement (prices of Products saved in the shopping cart mechanism will be updated when you place your order if any price changes are applicable) and are in United States Dollars ($US). Science may change Product prices at any time without notice. The Product prices do not include any Sales Tax that may be due in connection with the Products provided under this Agreement. If Science determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Science shall collect such Sales Tax in addition to the payments required under this Section. If any Products, or payments for any Products, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Science, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Science for any liability or expense Science may incur in connection with such Sales Taxes. Upon Science’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

  6. License to Software. Software, including firmware, included in or with Products ordered from this Site (collectively, “Software”) is subject to the terms and conditions of the Science End User License Agreement (“EULA”) and not the terms and conditions of this Agreement. Before purchasing, downloading, installing or otherwise using such software you are required to agree to be bound by the terms of the EULA for the software, a copy of which you may preview through the link provided above prior to ordering any Product that includes or uses such software. If you are purchasing such Products on behalf of an entity that you represent, then you represent and warrant that you have the authority to bind such entity, and that such entity is and will be bound by the terms of the EULA. WITHOUT LIMITING THE FOREGOING, COPYING, REVERSE ENGINEERING, DECOMPILING OR REPRODUCING SUCH SOFTWARE, EXCEPT AS MAY BE EXPRESSLY PROVIDED OR PERMITTED IN THE EULA, IS EXPRESSLY PROHIBITED.

  7. Return Policy.

Please consult Science’s Return Policy for returns. Science reserves the right to modify the terms of its Return Policy at any time, in its sole discretion, and the revised Return Policy will apply to sales of such Products on the Site from and after the implementation of the modified Return Policy. The Products are subject to Science’s limited product warranty(the “Limited Warranty”). EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY, THE PRODUCTS ARE PROVIDED BY SCIENCE “AS IS” WITHOUT ANY WARRANTY FROM SCIENCE OF ANY KIND WHATSOEVER. EXCEPT FOR THE PRODUCT WARRANTIES EXPRESSLY PROVIDED IN THE LIMITED WARRANTY, SCIENCE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY WARRANTY MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.

  1. Product Availability, Delivery Dates, Title and Risk of Loss. Science does not guarantee the availability, for sale or otherwise, of any Products depicted on this Site. Product availability may be limited, and Products may not be available for immediate shipment at the time an order is placed. Science may restrict or limit quantities. For all Products, title and risk of loss for such Products pass from Science to you upon shipment of the Product. Science reserves the right, without liability or prior notice, to revise, discontinue or cease to make available certain Products or to cancel any order. Science may ship Products that have the functionality and performance of the Products ordered, but changes between what is shipped and what is described in Science’s on-line specification and the Site pages are possible.

  2. Use of Site. Your use of the Site is subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Site or any portion of thereof, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or alter the Site (including images, text, page layout or form) of Science; (c) you shall not use any metatags or other “hidden text” using Science’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and or (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Site. You acknowledge and agree that Science and its licensors are the sole and exclusive owner of the Site.

  3. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Science through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Science has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Science a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Site and Science’s products and services.

  4. Force Majeure. Science will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder due to any cause which is beyond its reasonable control.

  5. Exclusion and Limitation of Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCIENCE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR ANY BREACH OF THESE TERMS, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, SALES, DATA, BUSINESS, GOODWILL OR USE, EVEN IF SCIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

  1. Indemnification. You agree to indemnify and hold Science, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, Site; (b) your violation of this Agreement; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. Science reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Science in asserting any available defenses. You agree that the provisions in this section will survive any termination the Agreement or your access to the Site. To the extent that this Section 13 is not enforceable under the applicable laws of the jurisdiction in which you use the Product or are ordinarily resident, this Section shall not apply to you.

  2. Use of Products. You represent and warrant that you are buying the Products from the Site for your own use only, and not for resale or export and that you shall use the Products solely for your legitimate business purposes and in accordance with the applicable Product’s technical and usage documentation made available by Science. You further represent and warrant that to the extent you are buying the Products for use in the investigation, design, and/or development of a medical device subject to regulation by the U.S. Food and Drug Administration (FDA), you shall comply with all applicable laws and regulations enforced by the FDA, including, but not limited to, the Federal Food, Drug, and Cosmetic Act and its implementing regulations, and are solely responsible for any violations of such laws and regulations. In addition, to the extent permitted by applicable law, you shall not (and shall not permit any third party to): (a) reverse engineer the Products, (b) use the Products to engage in any competitive analysis or benchmarking of the Products or other products or services offered by Science; and (c) use the Products to create, market or distribute any product or service similar to or competitive with the Products or other products or services offered by Science. Customer hereby covenants that at no time will it, directly or indirectly, cause, induce, assist, or participate in the commencement, maintenance or prosecution of any action or proceeding against Science or any of Science’s affiliates, officers, employees or customers based upon an assertion of direct or indirect patent infringement of any claim of any patent owned or controlled by Customer by any manufacture, use, sale, offer for sale or import of any Product purchased by Customer hereunder.

  3. Governing Law and Venue. The Agreement will be governed and interpreted in accordance with the laws of the State of California, USA, without reference to its choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any order or sale under the Agreement.

  4. Termination of the Agreement. The Agreement will commence on the date you accept it (as described in the preamble above) and remain in full force and effect while you use the Site, unless terminated earlier in accordance with the Agreement. Either you or Science may terminate the Agreement upon written notice to the other. Upon termination of the Agreement, your right to use the Site will automatically terminate. All provisions of the Agreement, which by their nature should survive, shall survive termination of the Agreement, including without limitation, those sections entitled “Exclusion and Limitation of Liability” and “Indemnification”.

  5. Compliance with Laws and Export Regulations. You agree to comply with all applicable laws concerning the purchase and use of the Products. The transfer of technology across national boundaries is regulated in some jurisdictions, including without limitation, by the United States Government. You agree not to acquire, ship, transport, export or re-export Products, directly or indirectly, into any country in violation of any applicable law (including, but not limited to, the United States Export Administration Act and the regulations promulgated thereunder) nor will you use Products for any purpose prohibited by such laws. You agree that you shall not export any such software, product or technical data that may be available on this Site to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. By ordering such Product or using any such Product, you agree to comply with these terms and conditions.

  6. Assignment. You will not assign any of your rights or delegate any of your obligations under this Agreement without Science’s prior written consent. Any purported assignment or delegation in violation of this Section 18 is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement.

  7. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of the Agreement. Such headings shall be ignored in the interpretation or construction of any of the Agreement.

  8. No Waivers; No Third-Party Beneficiaries. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than you.

  9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect.

  10. Miscellaneous.

    1. Electronic Communications. The communications between you and Science use electronic means, whether you visit Site or send Science emails, or whether Science posts notices on the Site or communicates with you via email. For contractual purposes, you (1) consent to receive communications from Science in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Science provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

    2. Entire Agreement. This Agreement and the documents referenced herein are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and thereof and supersede any related prior agreements, understandings and discussions, oral or written.

    3. Order of Precedence. With regard to your license or use of any Product ordered under these the Agreement, to the extent there is any conflict or inconsistency between these the Agreement and the Limited Warranty, the terms of the Limited Warranty will control and take precedence.

  11. Dispute Resolution. In the event of any dispute arising under or relating to this Agreement, the parties shall first attempt to resolve such dispute amicably through informal dispute resolution, which shall commence by one party sending a notice of dispute to the other party. Following such notice, representatives from both parties with authority to resolve the dispute shall meet and confer to negotiate a resolution. Any dispute that is not resolved within thirty (30) days after the initial meeting or forty-five (45) days after the initial notice shall be determined and settled by confidential arbitration, conducted in English, held in Alameda County, California, administered by the American Arbitration Association (“AAA”) before a sole arbitrator in accordance with the then-current AAA Commercial Arbitration Rules. The award rendered by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.