Terms and Conditions of Sale

1. GOVERNANCE OF TERMS. The terms and conditions of sale contained herein (“Terms”) shall govern all orders for and purchases of products and/or services (jointly and severally the “Products”) by the buyer (“Buy-er”) from Biotechno Labs. Any changes to the Terms shall have no effect unless they (a) are set forth in writing and (b) are signed by an authorized representative of Biotechno Labs.

2. PRICES AND TERMS. The price for any PRODUCT shall be the lesser of the price stated on Biotechno Labs website at www.biotechnolabs.com or, if applicable, the price stated a valid and current quotation issued to Buyer (collectively the “Quotation”). Prices stated are exclusive of all taxes, fees, licenses, duties, or levies (“Taxes”) and, unless otherwise stated on the Quotation, transportation charges, freight, and insurance are also not included in the price for the Product. All Taxes related to Product shall be paid by Buyer (other than taxes assigned against Biotechno Labs net income) or in lieu thereof, Buyer shall provide a tax exemption certificate acceptable to the relevant taxing authorities. Taxes and other charges payable by Buyer may be billed as separate items on Biotechno Labs invoice. The Quotation is valid only for (a) the limited period of time set forth in the Quotation or, (b) if no such period is set forth, it is valid for 30 days from the date of transmittal of the Quotation to Buyer. Any Buyer communication dated after the foregoing period purporting to accept the Terms will be considered as an offer by Buyer to purchase the Products which offer is subject to acceptance by Biotechno Labs at its home office. Biotechno Labs reserves the right to reject any such offer. Not with standing anything in the Quotation to the contrary, Biotechno Labs also reserves the right to withdraw the Quotation at any time prior to receipt by Biotechno Labs of Buyer’s full and unrestricted acceptance of all of the Terms.

3. PAYMENT TERM; COLLECTION COSTS; SECURITY TERMS. Payment terms are net 30 days from the later in time of (a) the date of Biotechno Labs invoice to Buyer, or (b) receipt by Buyer of the Products referenced on such invoice. There are no allowances or deductions permitted from the invoiced price for early payment and none shall be taken. If Biotechno Labs deems Buyer to have become uncreditworthy, Biotechno Labs reserves the right to require alternative payment terms, including without limitation sight draft, letter of credit, or payment in advance. Payment for partial shipments shall be based on unit or prorated prices. If payment is not received by the due date, Biotechno Labs may assess and Buyer agrees to pay a late payment charge at the rate of 1% per month (12% per year) or the maximum legal rate, whichever is less, of the amount due. The buyer also agrees to and will pay, all costs of collection incurred by Biotechno Labs including, without limitation, reasonable attorney fees, and expenses.

4. CREDIT TERMS. Biotechno Labs may at any time and at its sole discretion by written notice to Buyer limit or cancel the credit of Buyer as to time and amount, suspend shipments, demand payment in cash before delivery of Product, and demand assurances of Buyer’s performance. If within 30 days of such notice Buyer fails to agree and comply with the terms of payment demanded by Biotechno Labs in such notice or fails to give adequate assurances of performance, Biotechno Labs may, without prejudice to any other right or remedy Biotechno Labs may have: (1) by notice to Buyer, treat such failure or refusal as a repudiation by Buyer of that portion of Buyer’s order not then fully per-formed, whereupon Biotechno Labs may cancel all further deliveries, and any amounts unpaid for non-cancelled Product shall immediately become due and payable; or (2) make shipments under reservation of a security interest and demand payment against tender of title documents.

5. DELIVERY; TITLE AND RISK OF LOSS. Biotechno Labs will use reasonable commercial efforts to ship Product within a reasonable time after the Buyer’s order has been received by Biotechno Labs, or, if a proposed shipment date is indicated in the Quotation on or before such date. Biotechno Labs may make delivery in instalments, and each installment shall be deemed to be a separate sale. Biotechno Labs may render a separate invoice for each installment, which invoice shall be paid in accordance with these Terms without regard to prior or subsequent installments. All Products are sold Ex Works, FOB Biotechno Labs loading dock and, title to and risk of loss with respect to all Products shall pass from Biotechno Labs to Buyer upon delivery to the common carrier selected by Biotechno Labs.

6. CANCELLATION AND DEFERRAL. A BUYER PURCHASE ORDER IS NOT SUBJECT TO CANCELLATION BY BUYER. However, unless otherwise stated in the Quotation, Buyer may defer the shipment date one time for up to 60 days by giving written notice to Biotechno Labs at least 15 days before the scheduled shipment date.

7. CLAIMS FOR DEFECTIVE PRODUCTS; RETURN GOODS AND AUTHORIZATION. Any claims for missing or defective Product must be reported to Biotechno Labs in writing by Buyer within 60 dyas from the date of the receipt of the Product. No Products shall be returned to Biotechno Labs without a return authorization number obtained from Biotechno Labs. Biotechno Labs may condition any return of non-defective Product on a restocking charge. All returned Products shall be shipped, freight prepaid by Buyer. Biotechno Labs may refuse any Product not timely rejected or sought to be returned without a return authorization number.