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Terms and Conditions

Terms and Conditions of Sale

FroggaBio Inc. (“FroggaBio”) will sell to the customer (“Customer”) and the Customer will purchase from FroggaBio the products described in (i) any purchase agreement between them or (ii) contained in any order transmitted by a Customer by telephone, in writing, or electronically and accepted by FroggaBio,(collectively items (i) and (ii) shall be referred to herein as a “Purchase Agreement”), subject to the following terms and conditions which shall form part of the Purchase Agreement.

Price: The Customer shall pay the quoted price for each product unless otherwise agreed in a Purchase Agreement. Prices quoted are exclusive of alltaxes,fees, licenses, duties, levies, transportation charges, freight or insurance unless otherwise stated in the quotation. Prices are subject to increases with 30 days written notice. All sales are Canadian Dollars (CAD).

Terms: Unless otherwise specified in a Purchase Agreement, the Customer shall pay FroggaBio in full within 30 days from date of invoice. Unless specifically quoted, shipping and handling charges will be added to the invoice.Title to and risk of loss of any Product sold, shall pass to Customer upon FroggaBio delivering Product to carrier at FOB point. Invoices will be rendered on each shipment partial or complete. FroggaBio shall have a security interest in the Products and any proceeds therefrom to secure payment obligations. Customer authorizes FroggaBio to sign and file such financing statements as may be necessary or desirable to evidence or perfect the security interest.

Late Payments: If Customer fails to pay when due any amount required to be paid to FroggaBio, then in addition to paying such amount (the “Principal”) the Customer shall pay to FroggaBio 1.5% interest per month on such Principal until the Principal is paid.

Orders: Once accepted by FroggaBio special orders as indicated by the Purchase Agreement are not subject to cancelation.

Delivery and Force Majeure: All shipping dates are approximate. FroggaBio shall not be liable for loss or damage due to delay or failure to make delivery when such delay or failure is caused by fire, flood, lockouts, strikes, labour disputes, civil or military authority, war, hostilities, governmental control, restrictions, prohibitions, unusual delays in transportation, failure of FroggaBio or suppliers to meet their contractual obligations, shortage of goods or any matters beyond FroggaBio’s control. FroggaBio reserves the right to substitute alternate products with comparable specifications for those ordered. Customers shall have the right to return any substituted products at no charge by following the returned goods policy as stated herein.

The customer is responsible for providing adequate receiving facilities for large equipment and is responsible for unloading. Special unloading arrangements can be made provided FroggaBio is notified at the time of placing order. Please note that additional charges may apply to the above.

Warranty: FroggaBio warrants to the Customer that all laboratory equipment sold by FroggaBio will be free from materialdefects in workmanship for 1 year from the date of delivery (unless a different period is specified at time of quotation), or FroggaBio will repair or replace the equipment, or provide credit, at its sole option, upon prompt notification and compliance with its instructions. FroggaBio makes no warranty and shall have no obligation with respect to any reagents, expendable or consumable products, parts and supplies, nor with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized installation, alterations, or repairs to any product sold by FroggaBio. For products not manufactured by FroggaBio in no circumstances shall FroggaBio provide a greater warranty than the warranty provided by the manufacturer to FroggaBio, said manufacturers warranties may be made available to customers by FroggaBio on request.

The above express warranty is in lieu of all other warranties and conditions. FroggaBio expressly disclaims all other conditions or warranties, express or implied, including the implied warranty of merchantability, any warranties or conditions regarding fitness for use, or any warranties or conditions arising from legislation in Ontario including the Sale of Goods Act, R.S.O. 1990 c.S.1.

Customeraccepts that there is no warranty, representation or condition of any kind expressed or implied (including no warranty of merchantability and fitness) except that the product shall be of the quality specified herein. All of such warranties, representations and conditions are hereby expressly excluded.

No agent or employee of FroggaBio is authorized to extend any other warranty or to assume for FroggaBio any liability except as above set forth.

LIMITATION OF LIABILITY:FROGGABIO’S LIABILITY SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE FROGGABIO PRODUCT(S) AND SERVICES ON THE RELEVANT ORDER OR PURCHASE AGREEMENT. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL FROGGABIO BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, LOSS OF DATA, OR FOR ANY OTHER CLAIM, EXPENSE, LIABILITY OR LOSS ARISING FROM ANY SALE OF PRODUCTS AND SERVICES.

Returned Goods Policy: In the case of damage or loss in transit, Customer must inspect the shipment and contact FroggaBio and the carrier within 48 hours of receipt. All containers and packing materials must be retained for inspection. FroggaBio shall not be obligated to accept any other returns, except upon its consent and payment of restocking charge by customer. Returns for special ordered items are subject to the return policy of the manufacturer. Returned goods are subject to 15% restocking charge and are to be returned freight paid unless specified differently by FroggaBio.

Installation: If applicable, customer shall make available a suitable place of installation with all facilities in accordance with FroggaBio’s installation specifications and procedures as provided in the Purchase Agreement.

Patent Disclaimer: FroggaBio does not warrant that the use of any product or service it offers will not infringe the claims of any patents or other intellectual property rights covering the products or the use of these products or services in combination with other products or in the operation of any process. If the Products include computer programs (“Software”), the “sale” of such Software shall not constitute a sale or transfer of any proprietary rights in or to the Software but rather shall only constitute the right and license to use the Software in accordance with applicable specifications, instructions, and license terms and conditions of the licensor.

Assignment by Customer: ThisPurchase Agreement may not be assigned or transferred by the Customer in any manner without the express and written consent of FroggaBio.

Controlling Terms and Conditions: In the event of conflict in any of the terms and conditions, those contained in any signed Purchase Agreement shall govern. It is expressly understood and agreed that any terms and conditions in any purchase order issued to FroggaBio shall be of no force or effect.

Survival of Terms: These Terms and Conditions form part of the Purchase Agreement and are intended for general use throughout Canada and in the event that any particular provision is or may become prohibited by the law of any individual province or political subdivision thereof, that particular provision shall be deemed void, but all other provisions shall, to the extent permissible, remain in effect, and the entire Purchase Agreement, except for the prohibited provision(s), shall remain valid and enforceable.

Entire Agreement: This Purchase Agreement constitutes the complete agreement of the parties. No representation, understandings, or agreements have been made or relied upon in the making of this agreement other than those specifically set forth herein. This Purchase Agreement can only be modified in writing signed by both parties or their duly authorized agents. Any waiver by FroggaBio shall not be deemed to excuse or waive and subsequent non-performance.

Confidentiality: FroggaBio and Customer agree that during the term of this vt and any renewal term, certain confidential information not generally available to the public (the “Confidential Information”) may be provided by one party (the “Disclosing Party”) to the other party or its respective employees, agents, principals or representatives (collectively, the “Recipient”) regarding the Disclosing Party and its related businesses. The Recipient hereby agrees to maintain in confidence and not use the Confidential Information in competition with the Disclosing Party. These restrictions will not apply to the disclosure of Confidential Information by the Recipient which is required by law; was already known to the Recipient through lawful means prior to disclosure; was in the public domain at the time it was disclosed or becomes publicly available to the Recipient after disclosure through lawful means; was independently developed by the Recipient; or, was disclosed to the Recipient by a third party who had the right to make disclosure. The Recipient agrees that the obligation to keep the Confidential Information confidential will continue after the termination of this Purchase Agreement.

Upon termination of this Purchase Agreement, the Recipient will return all Confidential Information, including any copies of Confidential Information, to the Disclosing Party. The Recipient shall destroy all copies of the Confidential Information, including any notes or other documents that contain or refer to the Confidential Information.

Governing Law and Jurisdiction: This Purchase Agreement t shall be interpreted, governed and enforced according to the laws of the Province of Ontario. For any disputes arising out of this agreement the parties consent to the exclusive jurisdiction of the courts of the Province of Ontario.