Sales Terms and Conditions

Peak Lipids is a brand of Polymorphic Biosciences Inc. These terms apply to all Peak Lipids products and services.

Scope and Agreement

These terms govern all quotations, sales, orders, shipments, Products, and custom services provided by Polymorphic Biosciences Inc. (“Seller”) unless otherwise agreed in writing. By placing an order, Buyer agrees to these terms.

Product use and restrictions

Products are intended for research use only and shall not be used for human or veterinary therapeutic or diagnostic use. Buyer is responsible for ensuring compliance with all applicable laws.

Buyer is required to provide business number and address.

SAFETY DATA. The material should be considered hazardous until further information becomes available. Do not ingest, inhale, get in eyes or on skin or clothing. Wash thoroughly after handling. Prior to use, the user must review the safety data sheet.

Pricing

All list prices are in USD, and do not include taxes, duties, shipping, and insurance unless otherwise stated. Select discounts may apply for new customers or bulk orders if explicitly agreed upon in writing.

Payment terms and conditions

Institutional customers

Verified institutional customers may receive Net 30 payment terms upon issuance and acceptance of a purchase order. Late payment will incur interest at 3% per month.

Accepted payments

Payment may be made by wire transfer, using the details provided in the invoice, or by credit card. Note credit card payments will be subject to a 3% processing fee. New customers or non-institutional customers must prepay by credit card or wire transfer is required prior to shipment.

Delivery and shipping

Shipping within Canada, the United States, and the European Union is arranged using FedEx Priority. All products are shipped on dry ice, and the customer will be provided with tracking information and other required documentation for import, if applicable. Other jurisdictions, including the Middle East and Asia, will use DHL.

Delivery terms

Shipments are made CPT destination incoterms. Seller arranges and pays standard carriage to the destination stated in the applicable quotation or pro-forma invoice. Buyer is responsible for import clearance, import documentation, duties, tariffs, taxes, and compliance with applicable import requirements.

Risk of loss transfers to Buyer when the Products are handed to the first carrier. Seller is not liable for delays caused by carriers, customs, import processes, weather, dry ice availability, or other events outside Seller’s reasonable control.

Inspection and Acceptance

Buyer must inspect Products upon receipt and immediately transfer them to appropriate storage conditions in accordance with Seller’s written instructions. Any claims for defects, shortages, shipment damage, or non-conformance must be made in writing within 7 days after receipt, and failure to notify Seller within that period constitutes acceptance.

Custom Products

Custom synthesis, made-to-order Products, bulk orders, and other non-standard Products are subject to the specifications, pricing, timelines, and acceptance criteria stated in the applicable quote or written agreement. Unless otherwise agreed in writing, custom and made-to-order Products are non-cancellable and non-refundable once the order has been accepted, except to the extent the Product fails to conform to the agreed specifications at the time Seller tenders the Product to the first carrier.

Limited Warranty

Seller warrants that, at the time Seller tenders the Products to the first carrier, the Products will conform to the specifications stated in the applicable Certificate of Analysis.

This limited warranty applies only to Products that remain unopened and in their original container and does not apply to any degradation, contamination, instability, loss of purity, reduced performance, or other non-conformance caused by or arising from improper receipt, storage, handling, thawing, aliquoting, formulation, use, or failure to follow Seller’s written storage and handling instructions.

Except for the limited warranty expressly stated above, Seller disclaims all other warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, non-infringement, suitability for Buyer’s specific application, formulation, protocol, research objective, or experimental outcome.

Limitation of Liability

To the maximum extent permitted by applicable law, Seller’s total liability arising out of or relating to any Product, order, quotation, sale, shipment, delay, non-conformance, defect, or use of the Product shall not exceed the purchase price paid or payable by Buyer for the specific Product or Products giving rise to the claim.

Seller shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, cost of replacement or substitute goods except to the extent expressly provided as Seller’s sole remedy below, failed experiments, research delays, formulation failure, production interruption, or third-party claims, whether arising in contract, tort, negligence, strict liability, statute, or otherwise, even if Seller has been advised of the possibility of such damages.

Buyer’s sole and exclusive remedy for any Product that does not conform to the applicable Certificate of Analysis at the time Seller tenders the Product to the first carrier shall be, at Seller’s option, replacement of the affected Product, credit, or refund of the purchase price paid or payable for the affected Product.

The limitations above apply to the maximum extent permitted by applicable law and do not limit liability to the extent such limitation is prohibited by applicable law.

Compliance

Buyer is responsible for compliance with all applicable laws and regulations including import and export controls, and handling and storage requirements.

Safety information

Safety Data Sheets are provided with all shipments. Buyer is responsible for proper handling, storage, and use.

Governing Law

These terms and conditions are governed by the laws of British Columbia, Canada.