Welcome to Ceres Nanosciences, Inc. ("Ceres," "we," "our," or "us"). We appreciate your interest in our products and services. These General Terms and Conditions of Sale govern all quotations, sales, and deliveries of Products and Services by Ceres unless otherwise expressly agreed in a written agreement signed by an authorized officer of Ceres.

 

Questions regarding quotations, orders, or these Terms may be directed to Customer Support at 1-800-615-0418.

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1. DEFINITIONS

 

For purposes of these Terms:

"Contract" means the agreement formed between Customer and Ceres consisting of:

• these General Terms and Conditions;

• the applicable quotation, if any;

• any applicable Supplementary Terms expressly issued by Ceres; and

• Ceres' written order acceptance.

"Customer" means the purchaser identified on the quotation or purchase order accepted by Ceres.

"Products" means all reagents, kits, Nanotrap® particles, consumables, instruments, software, documentation and other goods supplied by Ceres.

"Services" means any consulting, custom manufacturing, testing, design, development or other services provided by Ceres.

"Supplementary Terms" means written license terms, custom manufacturing terms, software licenses or other supplemental contractual terms expressly provided by Ceres for specific Products or Services.

 

2. CONTRACT TERMS

 

2.1 Formation of Contract: These Terms, together with any quotation and any applicable Supplementary Terms, constitute the entire agreement governing the purchase and sale of Products and Services. No order submitted by Customer shall be binding upon Ceres until accepted by Ceres. Acceptance may occur by:

• written confirmation;

• electronic confirmation;

• shipment of Products;

• commencement of performance; or

• other written notice of acceptance.

Until acceptance occurs, Ceres may reject or modify any order in its sole discretion.

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2.2 Order of Precedence: If any inconsistency exists among Contract documents, they shall govern in the following order:

• Ceres quotation

• Supplementary Terms

• these General Terms and Conditions

 

2.3 Customer Purchase Orders: Acceptance of any Customer purchase order is expressly conditioned upon Customer's agreement to these Terms.

Ceres expressly objects to and rejects any different, inconsistent or additional terms contained in:

• purchase orders;

• procurement portals;

• supplier registration systems;

• acknowledgements;

• invoices;

• confirmations;

• vendor onboarding documents; or

• other Customer forms.

Such terms shall have no legal effect unless expressly accepted in a written agreement signed by an authorized officer of Ceres. Performance by Ceres, including shipment of Products or acceptance of payment, shall not constitute acceptance of any inconsistent Customer terms.

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2.4 Electronic Transactions: Electronic signatures, electronic purchase orders, electronic communications and electronic records shall satisfy any legal requirement that a contract be in writing and shall have the same force and effect as original written documents.

 

3. DELIVERY, TITLE AND ORDERING

 

3.1 Delivery: Delivery dates provided by Ceres are estimates only and are not guaranteed. Ceres shall use commercially reasonable efforts to satisfy requested delivery schedules but shall not be liable for delays caused by:

• manufacturing constraints;

• supplier shortages;

• transportation delays;

• customs clearance;

• governmental actions;

• Force Majeure Events;

• export restrictions; or

• other causes beyond Ceres' reasonable control.

Delivery in installments is permitted. Each shipment may be invoiced separately and shall constitute a separate sale.

 

3.2 Order Changes and Cancellation: Orders accepted by Ceres may not be cancelled or modified without Ceres' prior written consent. If Ceres agrees to a cancellation or modification, Customer shall reimburse Ceres for all reasonable costs incurred, including:

• engineering work;

• development costs;

• raw materials;

• work in process;

• procurement commitments;

• manufacturing expenses; and

• administrative costs.

 

3.3 Shipment; Title; Risk of Loss: Unless otherwise agreed in writing, all Products are sold FOB Ceres' shipping facility (Incoterms® 2020 for international shipments). Risk of loss passes to Customer upon delivery of the Products to the carrier. Title passes upon delivery to the carrier; however, Ceres retains all rights available under applicable law until payment has been received in full.

 

3.4 Import and Export Responsibilities: Customer is solely responsible for:

• obtaining import licenses;

• customs clearance;

• governmental approvals;

• payment of duties;

• taxes;

• brokerage fees;

• import permits; and

• all other governmental charges applicable to the importation or use of Products.

 

3.5 Partial Shipments: Ceres may make partial shipments. Failure to deliver one installment shall not relieve Customer of its obligation to accept and pay for previously delivered installments.

 

3.6 Force Majeure: Ceres shall not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including:

• acts of God;

• natural disasters;

• fire;

• flood;

• earthquake;

• pandemic;

• epidemic;

• public health emergency;

• labor disputes;

• transportation interruption;

• shortages of raw materials;

• supplier failures;

• governmental action;

• export restrictions;

• embargoes;

• war;

• terrorism;

• civil unrest;

• cyberattack;

• utility interruption; or

• other similar causes.

During such events, Ceres' performance obligations shall be suspended for the duration of the event.

If the delay exceeds ninety (90) days, either party may terminate the affected order without further liability except for payment obligations arising before termination.

 

4. INSPECTION AND RETURNS

 

4.1 Inspection: Customer shall inspect all Products immediately upon receipt. Claims for shortages, shipping damage or visible defects must be reported to Ceres within five (5) calendar days after delivery. Failure to provide notice within this period constitutes acceptance of the shipment except for valid warranty claims.

 

4.2 Return Authorization: No Product may be returned without prior written authorization from Ceres. Authorized returns must include the issued Return Material Authorization (RMA) number and comply with all return instructions. Unauthorized returns may be refused.

 

4.3 Eligible Returns: Returned Products must:

• remain unopened where applicable;

• be suitable for resale;

• be received within twenty (20) days after delivery;

• include original packaging where appropriate.

Unless the return results from Ceres' error, returned Products are subject to a restocking charge equal to the greater of:

• twenty-five percent (25%) of the purchase price; or

• twenty-five U.S. dollars (US$25).

Shipping charges are non-refundable.

 

4.4 Non-Returnable Products: The following Products are not eligible for return except due to Ceres' error or a covered warranty claim:

• custom Products;

• opened Products;

• refrigerated Products;

• frozen Products;

• Products requiring controlled storage;

• expired Products;

• discontinued Products;

• Products altered by Customer;

• Products not suitable for resale due to regulatory or quality requirements.

 

4.5 Storage: Customer shall store Products strictly in accordance with Ceres' published instructions. Failure to follow applicable storage, handling or environmental requirements voids all warranties to the extent permitted by law.

 

5. PRICE

 

5.1 Prices: Prices for Products and Services shall be those stated in the applicable quotation issued by Ceres. If no quotation has been issued, prices shall be Ceres' published list prices in effect on the date Ceres accepts the Customer's order. Unless otherwise expressly stated in writing, all quotations expire thirty (30) days after issuance.

 

5.2 Taxes: Prices do not include:

• sales taxes;

• use taxes;

• value added taxes (VAT);

• goods and services taxes (GST);

• excise taxes;

• customs duties;

• import charges; or

• similar governmental assessments.

Customer shall be solely responsible for payment of all such taxes and charges, except taxes imposed on Ceres' net income. If Ceres is required to collect or pay any such taxes or charges, Customer shall promptly reimburse Ceres unless Customer provides a valid tax exemption certificate before shipment.

 

5.3 Freight and Handling: Freight, insurance, packaging, handling, dry ice, hazardous materials charges, customs brokerage fees, and similar shipping-related charges may be added to Customer's invoice unless otherwise expressly stated in the quotation.

 

5.4 Pricing Errors: Ceres reserves the right to correct clerical, typographical, computational, or pricing errors at any time prior to shipment.

 

5.5 Currency: Unless otherwise stated in writing, all prices and payments shall be in United States Dollars (USD).

 

6. PAYMENT

 

6.1 Payment Terms: Unless otherwise approved by Ceres in writing, invoices are due and payable within thirty (30) days after the invoice date. Payment shall be made without deduction, offset, recoupment, withholding, or counterclaim except where required by applicable law.

 

6.2 Credit Approval: All orders are subject to Ceres' continuing credit approval. Ceres may:

• establish credit limits;

• modify credit terms;

• require advance payment;

• require a letter of credit;

• suspend shipments; or

• refuse additional orders

whenever Ceres reasonably believes Customer's financial condition or payment history warrants such action.

 

6.3 Late Payments: Amounts not paid when due shall accrue interest at the lesser of:

• one and one-half percent (1.5%) per month; or

• the maximum rate permitted by applicable law.

Interest accrues from the original due date until paid in full.

 

6.4 Collection Costs: Customer shall reimburse Ceres for all reasonable costs incurred in collecting overdue amounts, including:

• attorneys' fees;

• court costs;

• collection agency fees;

• arbitration costs; and

• other reasonable collection expenses.

 

6.5 Suspension: If Customer fails to make timely payment, Ceres may, without liability:

• suspend shipments;

• suspend Services;

• cancel outstanding orders;

• terminate credit privileges; or

• require payment in advance for future orders.

 

7. PRODUCT USE

 

7.1 Research Use Only: Unless expressly stated otherwise in Supplementary Terms or on the applicable Product labeling, all Products are supplied FOR RESEARCH USE ONLY ("RUO"). Products are NOT FOR USE IN DIAGNOSTIC PROCEDURES, THERAPEUTIC APPLICATIONS, HUMAN SUBJECTS, OR CLINICAL USE.

 

7.2 Regulatory Status: Unless expressly stated otherwise by Ceres in writing:

• Products have not been reviewed or approved by the U.S. Food and Drug Administration or any comparable regulatory authority;

• Products have not been manufactured under current Good Manufacturing Practices (cGMP);

• Products have not been validated for clinical, therapeutic, veterinary, or diagnostic applications;

• Products are intended solely for laboratory research.

 

7.3 Customer Responsibility: Customer is solely responsible for:

• determining Product suitability;

• validating all experimental methods;

• verifying assay performance;

• obtaining all required governmental approvals;

• obtaining all institutional approvals;

• complying with applicable laws and regulations;

• ensuring Products are used only by qualified personnel.

Ceres makes no representation that any Product is suitable for Customer's intended application.

 

7.4 Prohibited Uses: Unless expressly authorized by Ceres in writing, Customer shall not use Products:

• in humans;

• in therapeutic procedures;

• in diagnostic testing;

• for patient reporting;

• in clinical laboratories;

• in regulated manufacturing;

• in quality control for commercial manufacturing;

• in commercial testing services;

• in any manner inconsistent with applicable Product documentation.

 

7.5 Proper Handling: Customer shall:

• store Products according to Ceres instructions;

• follow applicable safety procedures;

• comply with applicable biosafety requirements;

• use appropriately trained personnel.

Failure to follow applicable storage or handling requirements voids all warranties to the extent permitted by law.

 

7.6 Compliance With Laws: Customer shall comply with all applicable:

• federal;

• state;

• local;

• foreign;

• institutional; and

• regulatory

requirements relating to the purchase, shipment, storage, handling, export, import, and use of Products.

 

8. LIMITED WARRANTIES

 

8.1 Consumable Products: Unless otherwise expressly stated in Product documentation or Supplementary Terms, Ceres warrants that consumable Products will materially conform to the published specifications applicable on the date of shipment. The warranty period extends until the earlier of:

• the stated expiration date;

• the stated "use by" date;

• the stated number of permitted uses; or

• twelve (12) months after shipment if no expiration or use limitation is specified.

 

8.2 Warranty Conditions: The warranty applies only if Products:

• are properly stored;

• are properly handled;

• are used before expiration;

• are used according to Ceres instructions;

• are used only for their intended research purpose.

 

8.3 Warranty Exclusions: The warranty does not apply to Products that have been:

• modified;

• relabeled;

• repackaged;

• diluted;

• mixed with other materials;

• contaminated;

• improperly stored;

• improperly transported;

• subjected to misuse or abuse;

• used outside published specifications.

 

8.4 Disclaimer of Additional Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, CERES MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CERES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING:

• MERCHANTABILITY;

• FITNESS FOR A PARTICULAR PURPOSE;

• NON-INFRINGEMENT;

• TITLE; AND

• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

CERES DOES NOT WARRANT:

• EXPERIMENTAL RESULTS;

• RESEARCH OUTCOMES;

• ASSAY PERFORMANCE;

• REGULATORY APPROVAL;

• PUBLICATION SUCCESS;

• COMMERCIAL VIABILITY OF CUSTOMER'S RESEARCH.

 

8.5 Exclusive Remedy: Customer's exclusive remedy for any breach of warranty shall be, at Ceres' sole option:

• repair;

• replacement; or

• refund of the purchase price paid for the affected Product.

THE REMEDIES SET FORTH IN THIS SECTION ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY WARRANTY CLAIM.

 

9. THIRD-PARTY PRODUCTS

 

9.1 Third-Party Products: Products manufactured by third parties and resold by Ceres are subject solely to the warranties, licenses, and other terms provided by the applicable third-party manufacturer. To the fullest extent permitted by law, Ceres makes no independent warranty regarding any third-party Product.

 

9.2 Support: Customer shall look solely to the applicable third-party manufacturer for:

• product support;

• warranty service;

• technical assistance;

• software updates;

• warranty claims.

Ceres shall have no obligation to repair, replace or service third-party Products except as expressly agreed in writing.

 

9.3 Integration: Ceres shall not be liable for incompatibility or performance issues arising from the integration of third-party Products with Ceres Products unless expressly agreed in writing.

 

10. CUSTOM PRODUCTS

 

10.1 Feasibility: Ceres may agree to design, manufacture or supply custom Products requested by Customer. Because custom development frequently involves scientific uncertainty, Ceres does not guarantee that any requested Product can be successfully developed or manufactured.

 

10.2 Right to Decline: Ceres may decline, suspend or terminate development or manufacture of any custom Product whenever Ceres reasonably determines that the requested Product is:

• technically infeasible;

• scientifically impractical;

• commercially unreasonable;

• unsafe;

• inconsistent with Company policy;

• prohibited by applicable law;

• likely to infringe third-party intellectual property rights.

Ceres will notify Customer as soon as reasonably practicable of such determination.

 

10.3 Cancellation: Customer may not cancel a custom Product order after development or manufacturing has commenced without Ceres' prior written consent. If cancellation is approved, Customer shall reimburse Ceres for all reasonable costs incurred, including:

• development costs;

• engineering services;

• raw materials;

• work in process;

• procurement commitments;

• testing;

• documentation;

• administrative expenses.

Deposits paid for custom Products are non-refundable once development has commenced.

 

10.4 Customer Materials: Customer represents and warrants that all materials, samples, specifications, nucleotide sequences, protein sequences, formulations, instructions and other information supplied to Ceres:

• are accurate;

• may lawfully be provided;

• do not infringe third-party rights;

• comply with applicable laws and regulations.

 

10.5 Hazardous Materials: Customer shall provide complete written disclosure of all known biological, chemical, radiological, infectious, toxic, hazardous or regulated characteristics of any materials supplied to Ceres. Customer shall package and ship such materials in compliance with all applicable laws and transportation regulations.

 

10.6 Customer Indemnity: Customer shall indemnify and hold harmless Ceres from claims arising from Customer-provided materials except to the extent caused solely by Ceres' gross negligence or willful misconduct.

 

11. INTELLECTUAL PROPERTY

 

 

11.1 Ownership: All patents, patent applications, inventions, discoveries, trade secrets, know-how, manufacturing methods, formulations, software, databases, documentation, copyrights, trademarks, service marks, trade dress, mask works and other intellectual property embodied in or relating to the Products or Services are and shall remain the exclusive property of Ceres or its licensors. Nothing contained in the Contract transfers ownership of any intellectual property to Customer.

 

11.2 Limited License: Subject to Customer's compliance with the Contract, Ceres grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use only the quantity of Products purchased solely for Customer's internal research purposes. No other license is granted, whether expressly, by implication, estoppel, exhaustion or otherwise. Without limiting the foregoing, Customer receives no license to:

• manufacture Products;

• manufacture derivative products;

• reproduce Products;

• perform commercial manufacturing;

• perform commercial testing services;

• provide fee-for-service testing using the Products unless separately licensed by Ceres;

• exploit Ceres intellectual property for commercial purposes.

 

11.3 No Reverse Engineering: Except to the extent prohibited by applicable law, Customer shall not, and shall not permit any third party to:

• reverse engineer;

• reverse assemble;

• decompile;

• disassemble;

• chemically characterize;

• sequence;

• analyze composition;

• identify manufacturing methods;

• determine formulations;

• determine binding chemistry;

• identify surface chemistries;

• derive design specifications;

• create derivative materials;

• manufacture competing products based upon the Products;

• attempt to reproduce Nanotrap® particles or related technologies.

Customer shall not knowingly assist any third party in performing any of the foregoing activities.

 

11.4 No Implied License: Purchase of Products conveys only the limited license expressly described in these Terms. No license or immunity is granted under any patent, patent application, trade secret, copyright, trademark or other intellectual property right except as expressly stated in writing by Ceres.

 

11.5 Improvements: Any inventions, discoveries, improvements, modifications, derivatives, manufacturing methods, formulations, know-how, data or other intellectual property conceived, developed or reduced to practice by Ceres, either alone or jointly with Customer, relating to:

• Products;

• Nanotrap® technology;

• manufacturing methods;

• custom Product development;

• analytical methods;

• Product formulations;

shall be owned exclusively by Ceres. To the extent Customer acquires any rights therein, Customer hereby irrevocably assigns such rights to Ceres and agrees to execute documents reasonably requested by Ceres to evidence or perfect such ownership.

 

11.6 Customer Intellectual Property: Except as expressly provided herein, Customer retains ownership of Customer's pre-existing intellectual property. Nothing in the Contract transfers ownership of Customer's independently developed intellectual property unrelated to Ceres Products.

 

11.7 Feedback: Customer may voluntarily provide suggestions, comments, recommendations, ideas or other feedback relating to the Products or Services. Customer grants Ceres a perpetual, irrevocable, worldwide, royalty-free license to use, modify, disclose and incorporate such feedback into Products and Services without restriction or compensation.

 

11.8 Trademarks: "Nanotrap®," "Ceres Nanosciences®," and all related trademarks, logos and service marks are the exclusive property of Ceres. Customer shall not use any Ceres trademark except to identify genuine Ceres Products and only in accordance with applicable trademark law and any written trademark usage guidelines provided by Ceres.

 

11.9 Patent Notice: Certain Products are covered by one or more United States and foreign patents and pending patent applications. Current patent information may be found on Ceres' website or may be provided upon request. Ceres may update applicable patent markings and notices from time to time without amending these Terms.

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12. INTELLECTUAL PROPERTY INDEMNIFICATION

 

12.1 Ceres Intellectual Property Indemnity: Subject to the terms of this Section, Ceres shall defend Customer against any third-party claim alleging that an unmodified Product manufactured solely by Ceres directly infringes a valid United States patent, copyright, or trademark, and shall pay any damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Ceres. This obligation applies only if Customer:

• promptly notifies Ceres in writing of the claim;

• provides reasonable cooperation at Ceres' expense;

• grants Ceres sole control of the defense and settlement;

• does not admit liability or compromise the claim without Ceres' prior written consent.

 

12.2 Exclusions: Ceres shall have no obligation under this Section to the extent any claim arises from:

• Customer's modification of a Product;

• combination of a Product with products not supplied by Ceres;

• Customer's specifications or instructions;

• Customer Materials;

• unauthorized commercial use;

• use outside published specifications;

• use after Ceres has notified Customer of an alleged infringement and offered a non-infringing replacement or refund;

• Products manufactured according to Customer's designs or specifications.

 

12.3 Ceres Options: If Ceres reasonably believes a Product may become the subject of an infringement claim, Ceres may, at its option and expense:

• obtain for Customer the right to continue using the Product;

• replace the Product with a substantially equivalent non-infringing Product;

• modify the Product so that it becomes non-infringing; or

• require return of the affected Product and refund the purchase price less reasonable depreciation where appropriate.

 

12.4 Exclusive Remedy: THIS SECTION STATES CERES' ENTIRE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

 

12.5 Customer Indemnity: Customer shall defend, indemnify and hold harmless Ceres and its officers, directors, employees and affiliates from any third-party claim arising from:

• Customer Materials;

• Customer's specifications;

• Customer's unauthorized use of Products;

• Customer's violation of applicable law;

• Customer's breach of the Contract.

 

13. LIMITATION OF LIABILITY

 

13.1 Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, CERES SHALL NOT BE LIABLE FOR ANY:

• INDIRECT DAMAGES;

• INCIDENTAL DAMAGES;

• SPECIAL DAMAGES;

• CONSEQUENTIAL DAMAGES;

• EXEMPLARY DAMAGES;

• PUNITIVE DAMAGES;

• MULTIPLE DAMAGES.

WITHOUT LIMITING THE FOREGOING, CERES SHALL NOT BE LIABLE FOR:

• LOST PROFITS;

• LOST REVENUE;

• LOST BUSINESS OPPORTUNITIES;

• LOSS OF GOODWILL;

• LOSS OF DATA;

• LOSS OF RESEARCH;

• LOSS OF SAMPLES;

• FAILED EXPERIMENTS;

• DELAYED RESEARCH PROGRAMS;

• LOSS OF GRANT FUNDING;

• REGULATORY DELAYS;

• RECALL COSTS;

• COST OF SUBSTITUTE PRODUCTS;

• BUSINESS INTERRUPTION.

WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CERES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

13.2 Liability Cap: Except for Customer's payment obligations and indemnification obligations, the aggregate liability of Ceres arising out of or relating to the Contract shall not exceed the amount actually paid by Customer to Ceres for the specific Product or Service giving rise to the claim.

 

13.3 Essential Purpose: The limitations contained in this Section apply regardless of the legal theory asserted and shall survive any failure of the exclusive remedies provided in these Terms.

 

13.4 Non-Excludable Liability: Nothing in these Terms excludes liability that cannot lawfully be excluded under applicable law.

 

14. EXPORT CONTROLS AND COMPLIANCE

 

14.1 Export Laws: Customer acknowledges that Products, technical information and related materials may be subject to:

• United States Export Administration Regulations;

• United States sanctions laws administered by the Office of Foreign Assets Control (OFAC);

• United States anti-boycott laws;

• applicable foreign export control laws.

Customer shall not export, re-export, transfer or disclose any Product or technical information in violation of applicable law.

 

14.2 Customer Representations: Customer represents that neither Customer nor, to Customer's knowledge, any ultimate end user:

• appears on any applicable denied-party or restricted-party list;

• is owned or controlled by a sanctioned person or entity;

• will use Products for prohibited nuclear, chemical, biological or missile activities;

• will use Products for prohibited military end uses in violation of applicable law.

 

14.3 Anti-Corruption: Customer shall comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, in connection with the purchase and use of Products.

 

15. ENTIRE AGREEMENT

 

15.1 Entire Agreement: The Contract constitutes the complete and exclusive agreement between the parties concerning the Products and Services and supersedes all prior or contemporaneous proposals, negotiations, communications and agreements relating to its subject matter. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

 

15.2 Assignment: Customer may not assign or transfer the Contract, whether by operation of law or otherwise, without the prior written consent of Ceres. Any attempted assignment in violation of this Section is void. Ceres may assign the Contract to an affiliate or in connection with a merger, acquisition, sale of substantially all assets or similar corporate transaction.

 

15.3 Survival: The following Sections survive termination or expiration of the Contract:

• Payment;

• Warranties and Warranty Disclaimers;

• Intellectual Property;

• Confidentiality;

• Indemnification;

• Limitation of Liability;

• Export Controls;

• Governing Law;

• any other provision that by its nature should survive.

 

15.4 Electronic Signatures: Electronic signatures and electronically transmitted documents shall have the same legal force and effect as original signed documents.

 

16. MISCELLANEOUS

 

16.1 Independent Contractors: The parties are independent contractors. Nothing contained in the Contract creates any partnership, joint venture, agency, employment or fiduciary relationship.

 

16.2 No Waiver: Failure of either party to enforce any provision shall not constitute a waiver of future enforcement. Any waiver must be in writing and signed by the waiving party.

 

16.3 Severability: If any provision of the Contract is held unenforceable, the remaining provisions shall remain in full force and effect. The unenforceable provision shall be replaced by an enforceable provision that most closely reflects the parties' original intent.

 

16.4 Confidentiality: Customer shall maintain the confidentiality of all non-public technical, scientific, commercial, pricing and business information received from Ceres and shall use such information solely for purposes of performing the Contract.

This obligation does not apply to information that:

• is or becomes publicly available through no fault of Customer;

• was lawfully known by Customer before disclosure;

• is independently developed without use of Ceres Confidential Information; or

• must be disclosed by law, provided Customer gives Ceres prompt notice (where legally permitted) and cooperates in seeking confidential treatment.

 

16.5 Privacy: Personal information collected by Ceres in connection with quotations, orders and customer support shall be processed in accordance with the Ceres Privacy Statement, as amended from time to time.

 

16.6 Notices: All notices required under the Contract shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt, to the addresses specified in the applicable quotation or to such other address as either party may designate by written notice.

 

16.7 No Third-Party Beneficiaries: The Contract is intended solely for the benefit of Ceres and Customer. No third party shall have any rights under the Contract.

 

17. GOVERNING LAW AND VENUE

 

The Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia for any dispute arising out of or relating to the Contract, and each party waives any objection based on inconvenient forum or improper venue.

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Updated 7/15/2026