Version 1.0, Effective April 9, 2026
These Standard Terms and Conditions of Sale (“Terms”) apply to all sales of products (“Products”) by Defined Bioscience, Inc. (“Defined” or “Seller”) to business customers, including authorized distributors (“Buyer”), unless otherwise agreed in a written agreement signed by both parties. In the event of any conflict between these Terms and a signed distribution or supply agreement, the signed agreement shall prevail.
SECTION 1: ORDERS AND ACCEPTANCE
All orders are subject to acceptance by Defined. Acceptance occurs upon written confirmation or shipment, whichever occurs first. Defined reserves the right to reject or limit any order.
SECTION 2: PRICING
Prices are as set forth in Defined’s current price list or as otherwise agreed in writing. Prices are subject to change upon reasonable notice prior to order acceptance. All prices are in USD and exclude shipping, insurance, duties, taxes, and other charges, which are the responsibility of Buyer.
SECTION 3: PAYMENT TERMS
Unless otherwise agreed in writing, payment terms are net thirty (30) days from invoice date. Payments shall be made in USD without set-off or deduction. Defined reserves the right to suspend shipments in the event of late payment.
SECTION 4: DELIVERY AND RISK OF LOSS
All shipments are made EXW (Incoterms® 2020) Defined’s designated facility. Title and risk of loss transfer to Buyer upon making the Products available for pickup. Buyer is solely responsible for transportation, import clearance, duties, and compliance with local regulations. Delivery dates are estimates only and not guaranteed. Defined shall not be liable for delays in delivery.
SECTION 5: STORAGE, HANDLING, AND USE
Buyer is responsible for proper storage, handling, and use of Products in accordance with Defined’s instructions, including required temperature conditions and cold-chain handling. Products are for research use only (RUO) and are not intended for diagnostic, therapeutic, clinical, or human use. Buyer shall not use or permit use of Products outside the stated field of use.
SECTION 6: LIMITED WARRANTY
Defined warrants that Products will conform in all material respects to their applicable specifications and certificate of analysis at the time of delivery and throughout their stated shelf life, provided they are stored and handled as instructed. This warranty is exclusive and in lieu of all other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
SECTION 7: CLAIMS AND REMEDIES
Buyer must inspect Products upon receipt and notify Defined in writing of any alleged non-conformance within ten (10) days of receipt. Failure to provide timely notice constitutes acceptance. Buyer’s sole and exclusive remedy for non-conforming Products shall be, at Defined’s option, replacement of the non-conforming Product or refund of the purchase price paid for such Product. Replacement Products will be supplied at no charge, but Buyer remains responsible for applicable shipping and import-related costs unless otherwise agreed.
SECTION 8: LIMITATION OF LIABILITY
To the maximum extent permitted by law, Defined shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, or data. Defined’s total aggregate liability arising out of or relating to any sale shall not exceed the total amount paid by Buyer to Defined for the Products giving rise to the claim within the preceding twelve (12) months.
SECTION 9: INDEMNIFICATION
Buyer shall indemnify, defend, and hold harmless Defined from any claims arising from misuse of Products, use outside the permitted field of use, or failure to comply with applicable laws or regulations.
SECTION 10: COMPLIANCE WITH LAWS
Buyer shall comply with all applicable laws and regulations, including export controls, import laws, and applicable regulatory requirements in the jurisdiction of use or resale.
SECTION 11: INTELLECTUAL PROPERTY
All intellectual property rights in the Products remain the exclusive property of Defined or its licensors. No license or rights are granted except as necessary for resale and use in accordance with these Terms and any applicable agreement.
SECTION 12: FORCE MAJEURE
Defined shall not be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to supply chain disruptions, transportation delays, acts of God, labor disputes, or governmental actions.
SECTION 13: GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of laws principles.
SECTION 14: UPDATES
Defined may update these Terms from time to time. The version in effect at the time of order acceptance shall apply.
SECTION 15: CONTACT INFORMATION
Questions about these Terms should be sent to us at orders@definedbioscience.com.
Our contact information is posted below:
Defined Bioscience, Inc.
orders@definedbioscience.com
7770 Regents Rd #113238, San Diego CA 92122, United States
Tel: +1 929-333-4633 (+1 929-DEFINED)
FEIN: 84-4059430
