COLDBLOCK TECHNOLOGIES' TERMS AND CONDITIONS OF SALE

 These Terms and Conditions of Sale (“Terms”) govern the sale and or rental of Products and Services by ColdBlock Technologies Inc. (“ColdBlock” or “Seller”) to the customer identified on the Quote and any and all of such customer’s affiliate(s) (individually and collectively referred to as “Customer”). “Product” means any equipment, hardware or consumables sold under these Terms. “Services” means any services sold under these Terms. “Quote” means the final sales quotation issued by ColdBlock to Customer accompanying these Terms.

These Terms constitute the final and complete contract between ColdBlock and Customer with respect the Products and Services purchased by Customer and listed in the Quote. These Terms will be deemed accepted (a) upon Customer’s failure to object to the Terms prior to tendering any payment for or issuing a verbal or written purchase order for the Products or Services identified in the Quote (in either case, the “Purchase Order”); or (b) upon written consent from Customer.

ColdBlock, in its sole discretion, may refuse to accept any Purchase Order or portion thereof for any reason including, without limitation, any of the following circumstances: (i) the Purchase Order lists a product no longer available or with specifications different from those contained in the Quote; (ii) the Purchase Order contains any term or condition that is inconsistent with the Quote or these Terms; or (iii) if, upon verification of Customer’s credit, ColdBlock believes in good faith that Customer is not creditworthy. These Terms supersede any other agreement between the Customer and ColdBlock with regard to the Products and Services identified in the Quote, including, without limitation, any conflicting terms or conditions on the Customer’s Purchase Order.

1. SALE, DELIVERY, BUSINESS POLICIES AND OTHER TERMS

1. The Products and Services identified in the Quote are subject to availability and offered by ColdBlock on a first-come/first-serve-basis.
2. Unless otherwise specified on the Quote, the price set forth in the Quote will be valid for thirty (30) days following the date of the Quote.
3. All prices are firm for the effective period of the Quote.
4. Amounts invoiced for the purchase or rental of equipment are legal obligations separate and apart from any amounts invoiced or otherwise due for installation, method development work or other services, even if purchases of equipment or the listing of services appear on the same invoice. Amounts due for the purchase or rental of equipment are due and payable pursuant to the terms of the invoice and are not contingent or dependent in any way on the performance of services.
5. ColdBlock will use reasonable efforts to ship the Product(s) or provide the Services in accordance with the quoted delivery dates. However, all delivery dates are estimates. ColdBlock also reserves the right to deliver in advance of estimated delivery date. ColdBlock accepts no liability of any losses for general, special or consequential damages arising out of delays in delivery.
6. The shipping amount quoted is for the shipping address specified on the sales quote. In the event that the Customer changes the shipping destination after completion of the sale, ColdBlock reserves the right to increase the shipping charges to cover additional costs and administrative activities incurred, which ColdBlock will bill for separately. Customer is obligated to pay these additional expenses immediately.
7. All Purchase Orders are subject to acceptance by ColdBlock at its sole discretion.
8. Customer may cancel a Purchase Order by contacting ColdBlock customer support by email (sales@coldblock.ca) within 48 hours immediately following ColdBlock’s receipt of Purchase Order, provided that ColdBlock has not packaged or shipped the Product. Please note that if the Product has been packaged or shipped, Purchase Order cannot be canceled.
9. Unless otherwise specified on the Quote, any tax, duty, custom or other fee imposed by any governmental authority on this transaction shall be paid by Customer in addition to the prices quoted or invoiced. In the event that ColdBlock prepays any such tax, fee, or charge, at the time of sale or thereafter, Customer shall reimburse ColdBlock in full within ten (10) days of receipt of the invoice.
10. Unless otherwise specified on the Quote, prices exclude shipping, installation, refurbishment, repair and/or maintenance activities, costs and fees.
11. ColdBlock may at its sole discretion elect to keep any non-refundable deposits issued by Customer in the event a Purchase Order is cancelled. All cancellations of Purchaser Orders shall be made in writing.
12. Payment terms are stated in the Quote. ColdBlock may discontinue performance if Customer fails to pay any amount due or fails to perform under this or any other ColdBlock agreement if, after ten (10) days written notice, the failure has not been cured. An interest charge of 2% per month, or the maximum allowable by law, will be added to delinquent invoices. Payment of any late charge will not cure or excuse any default by Customer, and ColdBlock’s acceptance of such late charge will not be deemed a waiver by ColdBlock of any default by Customer. Customer will be responsible for reasonable fees incurred by ColdBlock for collecting any overdue payments, including reasonable attorneys’ fees.
13. ColdBlock reserves the right to require C.O.D. payment terms from Customer and refuse to sell any Products or Services to Customer until all prior overdue accounts are paid in full.
14. ColdBlock may use the Customer’s contact information, including email address, for marketing purposes. Customer can opt out of ColdBlock’s marketing promotions at any time by sending an email to info@coldblock.ca.

2. INTELLECTUAL PROPERTY

1. ColdBlock retains all right, title and interest in and to all intellectual property, including but not limited to any patents, copyrights, trademarks, software, trade names or the like, associated with the Product(s) (“Technology”). No transfer of ownership or title in the Technology is made by the sale of such Product(s) to Customer or any third party. The sale of any Product will not be construed as granting to Customer any license or other right to (a) apparatus, software, or circuits in which the Product(s) or parts thereof may be used, (b) a process or machine in connection with which they may be used, or (c) the process for their manufacture.
2. Customer shall not reverse engineer, reverse compile or reverse assemble the Product(s) or software contained therein, in whole or in part, without the written consent of ColdBlock.

3. PRODUCT WARRANTIES

1. For Products that are specifically sold with a 1-year warranty, the following terms apply. The 1-year warranty covers the costs of parts and labor for any defects in the Product discovered during normal and routine use by the original Customer. This warranty is non-transferable. The warranty period begins on the date the Product is received by the Customer and is only valid if the equipment has been paid in full or the customer is in compliance with ColdBlock’s previously approved payment terms. The Customer shall notify ColdBlock in writing prior to the conclusion of the warranty period of any issues with the Product. Warranty coverage does not include any consumable items. In the event warranty service is needed, ColdBlock shall at its sole discretion (1) send a technician to repair the Product, (2) have the Product shipped to ColdBlock and perform the repair work at its own facility, or (3) deliver a replacement piece of equipment of equal or greater functionality to the Customer. ColdBlock shall have no liability for any lost data, lost productivity or down time, lost income, consequential or punitive damages, or any other liability related to the Product requiring repair. ColdBlock shall retain any parts that are replaced during the repair process. This warranty is null and void if (a) the Product has been modified by the Customer, (b) any repairs have been attempted or completed by either the Customer or another third party without coordination with ColdBlock, (c) the Product has not been subject to proper maintenance, (d) the Product has been used without a standard laboratory vent hood with a minimum 400 cfm extraction rate, or (e) the Product has been misused or abused in any way. The failure of ColdBlock to enforce any provision of this warranty shall not be deemed a waiver or limitation of ColdBlock’s right to subsequently enforce and compel strict compliance with every provision of the warranty.
2. THE WARRANTIES IN THESE TERMS ARE EXCLUSIVE AND COLDBLOCK MAKES NO OTHER WARRANTIES EXPRESS OR IMPLIED HEREUNDER. COLDBLOCK SPECIFICALLY DISCLAIMS (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE PRODUCT. IN NO EVENT SHALL COLDBLOCK BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF COLDBLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. INDEMNIFICATION; LIMITATION OF LIABILITY

1. Customer shall indemnify, protect and hold harmless ColdBlock, its agents, subcontractors, servants, attorneys, successors and assigns, from and against all losses, liens, damages, liability, injuries, actions, causes of action, judgments, claims, demands, costs and expenses of every nature (including investigation costs and expenses, settlement costs, and attorneys’ fees and expenses)(collectively, “Claims”), arising out of the use, condition or operation of the Product, regardless of where, how and by whom operated.
2. COLDBLOCK’S LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER OR FOR BREACH OF THESE TERMS SHALL BE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCT(S). IN NO EVENT SHALL COLDBLOCK BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY CUSTOMER.

5. TERMINATION

1. In the event Customer (i) files or has filed against it a petition in bankruptcy or a petition seeking reorganization, arrangement, or other relief under the bankruptcy laws of any sovereign entity or subdivision thereof; (ii) fails to pay its bills when due or becomes insolvent, (iii) makes a general assignment for the benefit of creditors; or (iv) has a receiver appointed for it, ColdBlock may, at its option and without prejudice to any other of its rights or remedies provided herein or by law, terminate any Purchase Order and refuse to make future deliveries. Any failure by the Customer to make any payment hereunder shall constitute material breach by Customer, and Customer shall forfeit any payments made prior to termination.

6. MISCELLANEOUS

1. Time is of the essence.
2. These Terms shall be interpreted pursuant to the internal laws of the Province of Ontario, without giving effect to the principles of conflict of laws. Each of the parties hereby irrevocably and unconditionally agrees to the exclusive jurisdiction of any state or federal court located in Ontario for any actions, suits or proceedings arising out of or relating to these Terms and the transactions contemplated hereby (and the parties each agree not to commence any action, suit or proceeding relating thereto except in such courts and not to plead or claim that any such court is an inconvenient or otherwise improper or inappropriate forum).
3. The Quote is a material part of these Terms and is incorporated herein and made a part hereof.
4. These Terms and the Quote contain the entire agreement between the parties and all prior and contemporaneous agreements, understandings, representations, and statements, oral or written, are merged herein. No modification, amendment, discharge or change of these Terms (including without limitation Customer’s additional or different terms and conditions) shall be valid unless the same is mutually agreed to in writing.
5. These Terms shall be binding upon and inure to the benefit and/or burden of and be enforceable by the parties hereto and their respective legal representatives, successors, and assigns. No waiver of any right hereunder shall be effective unless in writing and signed by the party against whom enforcement is sought. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
6. To the extent that any provision or a portion of any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.
7. ColdBlock may assign or transfer any of its rights or obligations under these Terms upon notice in connection with a merger, reorganization, transfer, sale of assets or product lines, demerger or spin-off transaction or change of control or ownership of ColdBlock, or it’s permitted successive assignees or transferees.
8. In the event of a conflict between a Quote and these Terms, the Quote shall control.