General Terms and Conditions of Sales

NovaPolymer Biosciences Ltd. (“NovaPolymer”) agrees to sell its products under the following Terms and Conditions. By purchasing NovaPolymer’s products, the ordering or purchasing entity (“Purchaser”) agrees to these Terms and Conditions. These Terms and Conditions may only be modified by a written agreement signed by authorized representatives of NovaPolymer. NovaPolymer’s failure to object to provisions in any purchase order or other document from Purchaser does not constitute a waiver of these Terms and Conditions or acceptance of such provisions. Purchaser agrees to indemnify and hold harmless NovaPolymer, its employees, and affiliates from any claims, losses, damages, or liabilities, including reasonable attorneys’ fees, arising from Purchaser’s use of the products in violation of these Terms and Conditions.

1. Product Use

NovaPolymer’s products are intended solely for research or laboratory use by technically qualified personnel following good laboratory practices. Products are not for human or animal administration, pharmaceutical use, in vitro diagnostics, or commercial purposes. NovaPolymer is not liable for any injury, damage, or loss resulting from the use or misuse of its products.

2. Product Changes

NovaPolymer reserves the right to discontinue any product or modify its specifications, design, or technical details at any time without notice for manufacturing, improvement, or other reasons.

3. Pricing and Payment

Prices are quoted in Canadian dollars, exclusive of shipping costs, applicable taxes, duties, or other governmental fees, which are the responsibility of the Purchaser. If NovaPolymer prepays any such amounts, Purchaser shall reimburse NovaPolymer. Prices are subject to change without notice unless otherwise agreed in writing. Payment is due net 30 days from shipment, subject to credit approval. Overdue invoices will incur an interest charge of 1.5% per month (18% annually). NovaPolymer may require advance payment or suspend sales to Purchasers with accounts overdue by more than 60 days, unsatisfactory credit, or specific distributor/OEM agreements. Sales may be refused until overdue accounts are settled.

4. Delivery and Shipment

Products are shipped F.O.B. NovaPolymer’s point of distribution, with title and risk of loss transferring to Purchaser upon leaving NovaPolymer’s facility. Purchaser shall pay all shipping costs, and if prepaid by NovaPolymer, Purchaser shall reimburse NovaPolymer. NovaPolymer will endeavor to meet requested delivery dates but is not liable for any losses or damages, whether general, special, or consequential, due to delivery delays. Delays do not affect the validity of this agreement. Purchaser must report missing items within 5 days of receipt, referencing the purchase order number and shipment date. NovaPolymer is not responsible for transit damage; Purchaser must inspect goods upon receipt and file claims with the carrier promptly.

5. Inspection and Acceptance

Purchaser must inspect products upon receipt and provide written notice of rejection to NovaPolymer within 30 days of delivery or installation (if performed by NovaPolymer). Failure to provide such notice constitutes irrevocable acceptance of the products.

6. Returns

After acceptance, products may not be returned without NovaPolymer’s prior written authorization, granted at NovaPolymer’s sole discretion and in accordance with its Return Policy. Authorized returns of non-defective products are subject to a 30% restocking fee. No returns are permitted after 30 days from shipment.

7. Resale

Products are not for resale unless Purchaser is an authorized distributor or has express written permission from NovaPolymer.

8. Warranty

NovaPolymer warrants that its products conform to written specifications and are fit for their intended research or laboratory use when used according to provided instructions and within the specified shelf life. NovaPolymer’s sole liability is limited to replacing defective products. This warranty is exclusive, and NovaPolymer makes no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. NovaPolymer is not liable for any indirect, special, incidental, consequential, or exemplary damages (including lost profits) arising from the delivery, use, performance, or inability to use its products. NovaPolymer’s maximum liability shall not exceed the purchase price paid by Purchaser.

9. Limitation of Liability

To the fullest extent permitted by law, NovaPolymer shall not be liable for any lost revenues, lost profits, or indirect, incidental, consequential, special, or punitive damages arising out of or relating to this agreement, regardless of the legal theory (including contract, negligence, strict liability, or warranty).

10. Governing Law

This agreement is governed by and construed in accordance with the laws of British Columbia, Canada, without regard to its conflict of laws principles.