Terms & Conditions - Applied Genetics Laboratories

Terms and Conditions

STANDARD TERMS AND CONDITIONS OF SALE

1. PRICING

Published prices are generally exclusive of shipping costs and federal, state, and local taxes of any nature. All taxes applicable to products ordered shall be paid by Buyer except when Buyer provides Applied Genetics Laboratories, Inc. with a recognized tax exemption certificate. Taxes will be charged and are payable until a valid tax exemption certificate is on file. When shipping costs are included in the price, this fact will be clearly stated as “FOB Origin.”

2. PAYMENT TERMS

Normal terms for customers with approved credit are Net 30 from the invoice date. A finance charge of 1.5% per month is assessed on all amounts not paid within 30 days of the invoice date. The finance charge becomes a part of the repayment program and must be paid before the account is returned to good standing. Overdue and delinquent account balances are subject to being placed for collection, and Buyer shall pay all expenses incurred including collection fees, court costs, and reasonable attorneys’ fees. This shall apply at all levels: trial, appellate, or bankruptcy court. In the event Buyer’s account is overdue, Buyer agrees that Applied Genetics Laboratories, Inc. may offset the account balance or any portion thereof against any funds due Buyer by Applied Genetics Laboratories, Inc. irrespective of whether the amounts arise out of the same transaction. Buyer will also be in default if any term of any other agreement with Applied Genetics Laboratories, Inc. executed by Buyer is violated.

3. CREDIT HOLD

Invoices are past due if not paid within invoice terms. Past due accounts will be placed on credit hold and are subject to shipping delays until the account is brought current. Accounts with an unpaid balance beyond 90 days past due will be turned over to a collection agency for collection. Buyer is responsible for all unpaid balances, accumulated finance charges, and collection costs incurred by Applied Genetics Laboratories, Inc. in the effort to collect the past due amount.

4. BUYER’S PURCHASE ORDER: CONFLICT OF TERMS

In the event Buyer submits a purchase order with written terms at variance or in conflict with the terms and conditions of sale contained herein, such purchase order terms shall have no effect to the extent that they conflict, and Applied Genetics Laboratories, Inc. “Terms and Conditions of Sale” shall prevail.

5. DELIVERY

Deliveries shall be subject to and contingent upon: (1) Timely receipt of order by Applied Genetics Laboratories, Inc. and (2) Buyer qualification of credit requirements. Applied Genetics Laboratories, Inc. shall not be liable for failure to meet required delivery due to credit clearance requirements or to causes beyond its control, including, without limitation, strikes and other labor difficulty, riot, war, fire, delay or default of common carrier, or other delays beyond Applied Genetics Laboratories, Inc.’s reasonable control.

6. DISCREPANCY CLAIMS – FAILED DELIVERY CLAIMS

When merchandise is shipped FOB origin, the risk of loss due to damage or shortage or non- delivery due to carrier fault lies with the Buyer. All claims for damage or shortages should be made by Buyer upon receipt of material and filed with the carrier handling the shipment. Claims stemming from discrepancies between invoice descriptions or quantities and actual product received by buyer must be submitted to Applied Genetics Laboratories, Inc. in writing within three (3) days of the invoice date. Any such claim not presented within the time limit specified will be waived, and actual delivery of invoiced descriptions or quantities will be conclusively presumed. If Buyer disputes delivery of merchandise, Buyer may, within three (3) days from date of invoice, submit a written request to Applied Genetics Laboratories, Inc. for a copy of the carrier’s proof of delivery. Failure by Buyer to request such proof of delivery within three (3) days will result in a waiver of Buyer’s right to raise the issue of delivery, and thereafter delivery will be conclusively presumed.

7. ACCEPTANCE OF SALES ORDERS

All sales are subject to acceptance and no sales are final until accepted by Applied Genetics Laboratories, Inc. at its principal place of business: 1335 Gateway Drive, Suite 2001, Melbourne, Florida 32901. Establishment or increase of a line of credit will be considered upon receipt of a completed and signed credit application, accompanied by a current financial statement, current DUNS number, or prior year 1120 Tax Return. Buyer understands and agrees that Applied Genetics Laboratories, Inc. is under no obligation to extend credit to Buyer regardless of the accuracy of the information provided by Buyer. Failure to supply all credit information will affect the available credit limit provided.

8. BLANKET PURCHASE ORDERS

Acceptance of Blanket Purchase Orders by Applied Genetics Laboratories, Inc. shall be binding in their entirety upon the Buyer and shall be non-cancellable. Blanket orders must be filled within a twelve (12) month time period.