BIOLYNCEUS, LLC – STANDARD TERMS AND CONDITIONS OF SALE
Effective Date: June 4, 2026
1. Governing Agreement
These Terms and Conditions of Sale (the "Agreement") govern all quotes, orders, sales, and shipments of products or services provided by BioLynceus, LLC ("Seller") to the purchasing entity ("Buyer"). This Agreement constitutes the entire contract between the parties. Seller explicitly rejects any different, conflicting, or additional terms contained in any Purchase Order (PO), procurement document, or communication issued by Buyer. Buyer’s acceptance of quotes, submission of online orders, or receipt of products shall constitute absolute acceptance of these Terms and Conditions.
2. Quotes and Order Authorization
All quotes issued by Seller are valid for fifteen (15) days from the date of issuance. An order is deemed accepted only when Seller authorizes it via written confirmation or begins order fulfillment. No order may be canceled or modified by Buyer except with the express written consent of Seller.
3. Prices, Taxes, and Freight Charges
All product prices are subject to change without notice and are billed at the rates in effect at the time of order acceptance. Product prices strictly exclude shipping, handling, freight, insurance, and all applicable federal, state, or local taxes. All such taxes, actual freight costs, and logistical surcharges are the sole financial responsibility of Buyer and will be added directly to the final invoice or billed separately.
4. Payment Terms and Credit
Payment terms are strictly Net 30 days from the date of the invoice. Seller reserves the right to revoke credit, demand cash on delivery (COD), or require payment in full prior to shipment if Buyer’s financial condition or payment history becomes unsatisfactory to Seller.
5. Late Fees and Interest Charges
Invoices remaining unpaid past their designated due date shall accrue simple interest at a rate of two percent (2.0%) per thirty (30)-day period (equivalent to an annual rate of 24.0%), calculated from the day following the invoice due date until the balance is paid in full. Payments received on past-due accounts will be applied first to accrued interest and late fees, and then to the outstanding principal invoice balance.
6. Collection and Legal Costs
In the event Buyer fails to make timely payments resulting in the account being referred to a third-party collection agency or an attorney, Buyer explicitly agrees to pay all actual costs of collection. This includes, but is not limited to, collection agency fees, reasonable attorneys' fees, court costs, and administrative fees incurred by BioLynceus, LLC in recovering the overdue balances.
7. Shipment, Logistics, and Absolute Disclaimer of Shipping Quotes
(a) Manufacturing Logistics: Buyer acknowledges that Seller utilizes a third-party contracted manufacturer to fulfill and ship products. All shipping arrangements, carrier selections, and freight routing are managed independently by said manufacturer through their own contracted carriers. Seller is billed for actual freight costs by the manufacturer at the time of product invoicing.
(b) Absolute Disclaimer of Shipping Quotes: SELLER DOES NOT PROVIDE SHIPPING QUOTES. Buyer explicitly agrees that any freight estimates, shipping calculations, or transport cost projections provided to Buyer by Seller’s sales representatives, partners, employees, or agents—whether communicated verbally, in writing, via text, or via email—DO NOT constitute a binding agreement, contract, or guarantee of shipping costs between BioLynceus, LLC and Buyer under any circumstances. Any such communication is strictly a non-binding, good-faith historical estimate.
(c) Final Freight Billing & Risk of Loss: Buyer agrees to pay the actual, final freight and handling costs charged to Seller by the manufacturer for fulfillment of the order, regardless of any variance from prior estimates. A discrepancy between an estimated shipping cost and the actual final freight bill shall never constitute grounds for Buyer to withhold payment, refuse delivery, or demand a deduction from the invoice. Unless otherwise agreed in writing, all shipments are made F.O.B. (Free on Board) Shipping Point. Risk of loss, damage, or destruction passes to Buyer immediately upon delivery of the products to the common carrier at the manufacturer's facility.
(d) Delivery Delays: Any delivery dates provided are estimates only. Seller is not liable for any delays, loss, or damage in transit, nor for any failures to deliver caused by acts of God, supply shortages, labor disputes, transportation disruptions, or force majeure events.
8. Inspection and Claims
Buyer must inspect all shipments immediately upon receipt. Any claims for shortages, defects, shipping damages, or non-conformance must be submitted to Seller in writing within two (2) business days of delivery. Failure to give written notice within this five-day window constitutes absolute and irrevocable acceptance of the products and a waiver of all such claims by Buyer.
9. Product Use and Warranties
Seller warrants strictly that its products conform to the chemical or biological specifications set forth on the product labels at the time of shipment. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer assumes all risk and liability resulting from the storage, handling, application, or use of the products, whether used alone or in combination with other substances.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER’S TOTAL LIABILITY FOR ANY CLAIM, LOSS, DAMAGE, OR BREACH ARISING OUT OF THE SALE OR USE OF ITS PRODUCTS SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, OR SYSTEM FAILURES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Governing Law and Jurisdiction
This Agreement, and all disputes arising from the commercial relationship between Seller and Buyer, shall be governed by, interpreted, and enforced in accordance with the laws of the State of Arizona, without regard to its conflict of law principles. Buyer explicitly agrees that any legal action, lawsuit, or arbitration arising under this contract must be filed exclusively in a court of competent jurisdiction located in Maricopa County, Arizona, and Buyer waives any objections to personal jurisdiction or improper venue.
12. Severability
If any provision or portion of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.