Terms & Conditions

10X CHEM TERMS AND CONDITIONS OF SALE

1. Interpretation

1.1 “Agreement” means the relevant agreement with the Customer which shall consist of a Quotation accepted by the Customer in accordance with clause 2.1 and these standard terms and conditions;

“Customer” means the company, organization or individual which accepts the supply of Goods and/or Services;

“Customer Materials” includes goods, samples, equipment, laboratory results, materials or information provided by the Customer to 10X CHEM in connection with the Goods and/or Services;

“Goods” means the goods, samples, equipment and materials including without limitation reference materials, certified reference materials, chemical reference materials, laboratory supplies, biological materials, American Type Culture Collection products, proficiency testing samples, custom synthesis products, analytical data, results, reports, certificates of analysis, and safety data sheets to be provided to the Customer by 10X CHEM under the Agreement;

“Liability” means any and all liability (including liability for the acts or omissions of Personnel): (a) for any breach of the Agreement; (b) for any misrepresentation, misstatement, or tortious act or omission, including without limitation, negligence arising under or in connection with the Agreement; (c) for any breach of statutory duty; (d) for any actual or alleged product defect or product liability; and/or (e) otherwise arising in connection with the performance or contemplated performance of the Agreement or any Goods delivered under the Agreement (including under indemnification provisions (if any));

“Personnel” means any officers, employees, agents or contractors;

“Price” means the price agreed for the Goods and/or Services;

“Quotation” means an estimate or quotation given by 10X CHEM to the Customer for the supply of Goods and/or Services; and

“Services” means the services, including without limitation any proficiency testing services, custom synthesis services, analysis of data, interpretation of results, production of reports, certification of Goods, training, distribution of samples and/or related services to be provided to the Customer by 10X CHEM under the Agreement.

“10X CHEM” means 10X CHEM LLC any company controlled by, controlling or under common control or otherwise affiliated with 10X CHEM;

1.2 Unless the terms and conditions are expressly accepted by 10X CHEM by a specific written amendment hereto, the Agreement between the parties shall be on these standard terms and conditions. All other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) are expressly excluded from the Agreement.

1.3 A reference to a particular law is a reference to it as in force for the time being, taking into account any amendment, extension, application or re-enactment, and including any subordinate legislation for the time being in force made under it.

2.Orders and Quotations

2.1 Any Quotation is given by 10X CHEM on the basis that no agreement shall come into existence until the Customer has endorsed and returned it without amendment. Any Quotation is valid for a period of 7 calendar days only from the date of issue or as otherwise noted in the Quotation, provided that it was not previously withdrawn.

2.2 The Customer shall promptly supply to 10X CHEM the Customer Materials and any other materials required for 10X CHEM to execute the Customer’s order for the supply of Goods and/or Services and the Customer hereby acknowledges that its failure in providing the Customer Materials may preclude or delay the supply of the Goods and/or Services.

2.3 10X CHEM reserves the right at its sole and absolute discretion to refuse orders from Customers for the supply of Goods and/or Services, including without limitation to countries or individuals where the supply of Goods and/or Services would contravene any relevant export controls, economic sanctions, or other trade embargoes or restrictions imposed by its suppliers, the EU, the UN, or the resident country of the appropriate 10X CHEM sales office which may be applicable from time to time.

3.Delivery and Damage

3.1 10X CHEM shall endeavour to supply the Goods and/or Services within the time agreed, and if no time is agreed, within a reasonable time.

3.2 Any dates specified by 10X CHEM for supply of the Goods and/or Services are intended to be an estimate, and time for delivery shall not be made of the essence by notice. In no circumstances shall 10X CHEM be liable for loss or damage of any kind by any delay in the supply of the Goods and/or Services. 10X CHEM may make delivery of the Goods and/or Services by installments and the Customer shall accept such installments. In the event of any shortage of Goods, 10X CHEM may allocate available Goods among its customers in the manner it deems reasonable.

3.3 Any liability of 10X CHEM for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice for such Goods.

3.4 Unless otherwise specified in any Quotation, Goods shall be shipped at Customer expense. Unless specified in writing, all sales are F.O.B. 10X CHEM's shipping point. "F.O.B" means "ex factory" as stated in the "incoterms 1953" published by the International Chamber of Commerce, Paris, France. Delivery of goods to the carrier at 10X CHEM's plant or other loading point shall constitute delivery to Customer. Regardless of shipping terms, all risk of loss or damage in transit shall be borne by Customer. 10X CHEM reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of its obligation to accept remaining deliveries. Immediately upon Customer's receipt of any goods shipped hereunder, Customer shall inspect the same and shall notify 10X CHEM in writing of any claims for shortages, defects or damages and shall hold the goods for 10X CHEM's written disposition. If Customer shall fail to so notify 10X CHEM within 7 days after the goods have been received by Customer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Customer. 10X CHEM shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond 10X CHEM's reasonable control, including without limitation, unsuccessful reactions, act of Customer, embargo or other governmental act regulation or request affecting the conduct of 10X CHEM's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power. Goods may not be returned for credit except with 10X CHEM's written permission, and then only in strict compliance with 10X CHEM's return of shipment instructions.

4.Warranty and Indemnity

4.1 10X CHEM warrants that all items in the Goods and/or Services are correctly identified and in good order, and have not to the best of its knowledge been tampered with, altered, added to or substituted in any way whatsoever prior to delivery to the Customer. Any statements (whether written or oral) as to the Goods supplied or Services carried out and all/any opinions in any reports or other communications provided by 10X CHEM to the Customer are made in good faith and if applicable on the basis of the Customer Materials. 10X CHEM laboratory products are subjected to tests by 10X CHEM Quality Control to ensure quality. At time of dispatch, the standard purity and physical constants stated are typical values; they may vary slightly from batch to batch. Further specification and information may be supplied on request; non-standard quality testing procedures may be performed on payment of applicable additional charges.

4.2 EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE STANDARD TERMS AND CONDITIONS, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, RIGHTS, OBLIGATIONS, LIABILITIES AND OTHER TERMS WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW IN CONNECTION WITH THE GOODS AND/OR SERVICES (INCLUDING WITHOUT LIMITATION ANY RELATING TO PERFORMANCE, CARE AND SKILL OR COMPLIANCE WITH REPRESENTATIONS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE AGREEMENT AND DISCLAIMED.

4.3 Save to the extent 10X CHEM is liable for negligence in its provision of the Goods and/or Services (subject to the other terms of this clause 4), 10X CHEM shall have no Liability for the use made by the Customer of the Goods and/or Services, for advice supplied by 10X CHEM to the Customer, and/or for any decisions taken by the Customer or costs incurred by the Customer in consequence of such use.

4.4 Nothing in these standard terms and conditions excludes or limits the liability of 10X CHEM to the extent prohibited by law.

4.5 Subject to clause 4.4:

4.5.1 10X CHEM's total aggregate Liability (including for negligence) in all circumstances shall be limited to the value of the affected Goods and/or Services and the Customer shall have a duty to mitigate any loss suffered by it; and

4.5.2 10X CHEM shall have no Liability in any circumstances for loss of profit, loss of business or revenue, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with any Agreement, even if advised of the possibility of such losses or damages.

4.6 The Customer’s sole remedy in respect of any Liability of 10X CHEM or its Personnel shall be in damages as set forth and limited in these standard terms and conditions.

4.7 Save insofar as 10X CHEM can be shown to have been negligent in providing the Goods and/or Services, the Customer shall: (a) fully indemnify 10X CHEM and 10X CHEM's Personnel against any loss, damage or injury (including injury resulting in death) to property or person sustained by (i) 10X CHEM and/or its Personnel, (ii) the Customer and/or its Personnel, and (iii) any third party, where such loss, damage or injury is caused by the negligent act or omission or willful misconduct of the Customer or the Customer’s Personnel; and (b) folly indemnify 10X CHEM against all damages, costs, expenses of any kind whatsoever (including reasonable attorneys’’ fee and other professional fees) and losses suffered or incurred by 10X CHEM as a result of, or in connection with any third party claim brought against 10X CHEM resulting from death, injury, or any other damage or loss whatsoever occasioned by the use made of the Goods and/or Services including without limitation any report or other information or advice of 10X CHEM.

5.Health and Safety

5.1 Customer is responsible for the safe handling of all Goods supplied by 10X CHEM, specifically Goods are supplied on condition Customer shall ensure they are handled only by qualified personnel trained in laboratory procedure and familiar with the potential hazards. Information may not be available on the potential hazards of many chemical compounds. The absence of a warning shall not be interpreted as an indication or representation of safety. A complete Safety Data Sheet (“SDS”) for all laboratory products is available on the 10X CHEM website or upon request.

5.2 The Customer shall ensure that all appropriate safety measures, regulations and legislation are observed when sending any Customer Materials to 10X CHEM and shall ensure that any hazardous material is clearly marked. Where the Customer knows or suspects that any substance or procedure it is providing, making available or requesting may give rise to a hazard, the Customer shall make 10X CHEM aware in writing of the nature of that hazard before arranging for the delivery to 10X CHEM (or collection by 10X CHEM) of the Customer Materials or before any 10X CHEM Personnel will be exposed to the hazard.

5.3 The Customer shall ensure that the Customer’s Personnel attending 10X CHEM's premises in connection with the Goods and/or Services comply at all times with all health and safety measures, procedures and protocols in place on 10X CHEM's premises and with such other directions regarding safe working as 10X CHEM may direct. 10X CHEM reserves the right at its absolute discretion to refuse to admit to or remove from its premises any of the Customer’s Personnel who in 10X CHEM's opinion are unable to comply with this clause 5.2.

6. Customer Materials

6.1 The Customer shall ensure that the Customer Materials are tested or inspected and are suitable for use by 10X CHEM in the supply of the Goods and/or Services. The Customer shall arrange at its own expense and risk the delivery of the Customer Materials to 10X CHEM. The Customer warrants that each item comprised in the Customer Materials is correctly identified, in good order and has not to the best of the Customer’s knowledge been tampered with, altered, added to or substituted in any way whatsoever.

6.2 Where applicable, the Customer may direct that 10X CHEM stores, destroys, or re-delivers to the Customer the Customer Materials (or such part remaining) after the supply of the Goods and/or Services has been completed, such storage, destruction or re-delivery to be at the Customer’s own cost. If no direction is received within three (3) months of completion of the supply of Goods and/or Services, the Customer shall be deemed to have abandoned the Customer Materials, and 10X CHEM shall be entitled to store, destroy or re-deliver such Customer Materials and to charge the Customer reasonable costs for the same at its discretion or to use such Customer Materials for 10X CHEM's internal research purposes.

7. Risk and Title

7.1 Risk in the Goods shall pass to the Customer on delivery of the same to it. However, title shall remain with 10X CHEM and shall not pass to the Customer until payment in foll (in cash or cleared funds) has been received by 10X CHEM.

7.2 Until such time as title in the Goods has passed to the Customer:

7.2.1 10X CHEM shall have absolute authority to re-take, sell or otherwise deal with any of the Goods which have not yet been used by the Customer; and

7.2.2 10X CHEM shall be reasonably entitled to require the Customer to either: (i) return the Goods to 10X CHEM at the Customer’s own cost; or (ii) reimburse 10X CHEM for the cost of providing the Goods.

7.3 Responsibility and liability in respect of the safe storage and handling, use and subsequent disposal of Goods will transfer to the Customer on delivery, and the Customer shall ensure that all Goods are handled appropriately on and after delivery at all times by suitably qualified Personnel.

8. Price

10X CHEM reserves the right to amend the Price to take account of any variations in the Goods and/or Services as a result of additional information from or a request in writing by the Customer. 10X CHEM shall obtain the Customer’s prior written approval before performance of any additional work or variations in the Goods and/or Services. Unless expressly stated otherwise, all Prices are exclusive of applicable sales, use, excise or other taxes, which shall be charged at the rate and in the manner prescribed by law from time to time.

9. Payment

9.1 The Price shall become payable upon the earlier of performance of the Services and/or delivery of any Goods comprised in the Goods and/or Services or as otherwise set out in the Quotation. Payment shall be made by the Customer in the currency (which is US dollars) and at the time specified in the Quotation in default of which payment shall be due within 15 (fifteen) days of the date of 10X CHEM's invoice. There is no discount for early payment. 10X CHEM shall be entitled to payment for all installments of Goods and/or Services supplied to the Customer, whether under a blanket order or otherwise.

9.2 Payment is made when monies are credited to 10X CHEM's account. Negotiable instruments or promises to pay do not constitute payment.

9.3 The Customer shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

9.4 The Customer shall pay to 10X CHEM, in addition to other amounts payable hereunder, any costs reasonably incurred by 10X CHEM (including without limitation, legal costs and fees of debt collection agencies) in recovering any amounts due to 10X CHEM from the Customer pursuant to the Agreement.

9.5 10X CHEM may appropriate sums received from the Customer against any debt due to 10X CHEM from the Customer (under this or any other Agreement), irrespective of any purported appropriation by the Customer.

9.6 If the Customer fails to pay 10X CHEM any sum due pursuant to the Agreement then, without limiting any other right or remedy available to 10X CHEM:

9.6.1 10X CHEM may cancel the Agreement and all other agreements with the Customer or suspend any further deliveries to the Customer;

9.6.2 10X CHEM may immediately demand payment of any other invoices not yet due, with liability to pay interest on sums due applying from the date of the demand

9.6.3 10X CHEM may take whatever steps are deemed necessary, without limitation, to secure payment; and

9.6.4 the Customer will be liable to pay interest to 10X CHEM on such sum from the due date for payment at the rate of 15% per month or the maximum rate permitted by law, whichever is less, accruing on a daily basis until payment is credited to 10X CHEM's account, whether before or after any judgement.

10. Intellectual Property

10.1 Unless otherwise agreed in writing, the ownership of any and all rights in and to any data, results, reports, certificates of analysis, safety data sheets, copyright, patents, designs, conceptual solutions, analyses, processes, techniques, methodologies, inventions, software, databases, know-how, confidential information, and any other rights in intellectual property (whether registered or unregistered) (“IP”), other than third party rights, arising as a result of 10X CHEM providing the Goods and/or Services (“10X CHEM IP”), shall remain vested in 10X CHEM.

10.2 The Customer shall not without the prior written consent of 10X CHEM use, exploit, divulge, or disclose to third parties any 10X CHEM IP which may be communicated to or gained by the Customer in connection with or as a result of 10X CHEM providing the Goods and/or Services, save that 10X CHEM shall grant the Customer a non-exclusive non-transferable, non-sub licensable right to use the 10X CHEM IP in any Goods provided to the Customer in accordance with the terms of this Agreement. No further license or immunity under any patent is granted or is to be implied by the supply of any Goods and/or Services.

10.3 The Customer assumes sole liability for all patent matters arising from its use of Goods supplied. Any usage instructions or recommendations made by 10X CHEM shall not be taken as a license to operate under nor to infringe any third party patent.

10.4 The Customer hereby agrees to indemnify and hold harmless 10X CHEM in respect of all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a foll indemnity basis) and all other professional costs and expenses) suffered or incurred by 10X CHEM arising out of or in connection with any use of the Goods and/or Services supplied in a manner which infringes, or alleged infringes, the intellectual property rights of a third party.

11. Restrictions on Use – 10X CHEM name and pharmaceutical products

11.1 10X CHEM's products are intended for laboratory research purposes only and unless otherwise indicated are not to be used for any other purpose.

11.2 The Customer shall not use 10X CHEM's name in any way to imply endorsement or otherwise by 10X CHEM of the Customer Materials, or of any process, information, advice, product or service provided, marketed or sold by the.

11.3 To the extent applicable, the Customer hereby represents, warrants and agrees that it shall only use pharmaceutical active reference materials and/or impurities of the same associated with a pharmaceutical product patented by a third party for the purpose of an act or use (i) which is reasonably related to the development and submission of information required for regulatory approval purposes in relation to the manufacture, use or sale of pharmaceuticals (for example, the so-called “Bolar exemption”), or (ii) to which a valid patent infringement exemption applies in the territory in which the Customer is undertaking such use (for example, the so-called “Research exemption”, where applicable).

11.4 For the avoidance of doubt, any expiration date specified on shipping documentation relating to the Goods is an estimate of expected useful life and does not constitute a warranty.

12. Confidentiality

Both parties shall use reasonable endeavors to keep confidential for a period of five (5) years from the acceptance date of the supply of Goods and/or Services any confidential information (oral or written) provided or disclosed by or on behalf of the other. This clause shall not apply to any information which at the time of disclosure is (or subsequently becomes) published or generally available to the public (other than as a breach of the receiving party’s obligation under this clause), which at the time of disclosure was already in the possession of the receiving party (other than under an obligation to the disclosing party), which subsequently legally comes into their possession from another source, which was independently developed, or which is required to be disclosed in order to comply with a legal requirement.

13. Cancellation

13.1 If the Customer cancels, extends or delays (or purports to cancel) the Agreement or part thereof, or fails to accept supply of the Goods and/or Services at the time agreed or if no time is agreed within a reasonable time, then the Customer shall be liable for (without prejudice to any other rights of 10X CHEM) and shall indemnify and keep indemnified 10X CHEM against any resulting loss, damage or expense or additional costs incurred by 10X CHEM in connection with the supply or non-supply of the Goods and/or Services including without limitation the cost of any services, material, plant or tools used or intended to be used therefor and the cost of labour and other overheads, including a percentage in respect of profit.

13.2 Where the Goods and/or Services (or any part thereof) supplied by 10X CHEM to the Customer are for the provision of custom synthesis services (“Synthesis Services”) the Customer acknowledges that occasionally certain Synthesis Services can be difficult to perform. In the event that 10X CHEM is unable to perform and/or complete all or any part of the Synthesis Services for any reason (including without limitation due to technical and experimental difficulties) then 10X CHEM reserves the right at its sole and absolute discretion to cancel such Synthesis Services at any time and terminate the Agreement without liability to the Customer. Where 10X CHEM exercises its right to cancel under this clause 13.2, 10X CHEM shall notify the Customer in writing as soon as reasonably practicable, and (a) if the Quotation provides for a fixed Price and/or timeframe, then the Customer shall not be liable for payment for such Synthesis Services; or (b) if the Quotation provides for an estimate of Price and/or timeframe, then the Customer shall be liable only for payment of the Synthesis Services or part thereof performed by 10X CHEM as at the date of such cancellation notice.

14. Termination

14.1 10X CHEM may terminate the Agreement forthwith by notice in writing if the Customer is in material breach of the Agreement and, where such breach is remediable, the Customer fails to remedy the same within 30 (thirty) days of the receipt of a written request from 10X CHEM to do so.

14.2 Each party has the right to terminate the Agreement at its discretion if the other party: (a) is unable to pay its debts; (b) is insolvent; (c) enters any form of bankruptcy, either compulsorily or voluntarily which is not dismissed within 60 (sixty) days; (d) is subject to a receiver or other third party (including without limitation a garnishor or trustee) being appointed over or taking or attempting to take possession of any the party's assets; (e) takes or suffers any steps that could lead to the appointment of any insolvency office holder; or (f) undergoes any analogous occurrence under foreign law.

14.3 The termination of the Agreement shall be without prejudice to the rights and duties of either party accrued prior to termination. The clauses in the Agreement which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. The Customer shall pay the Price in respect of any Goods and/or Services (or part thereof) supplied prior to termination, regardless of the reason for termination.

15. Force Majeure

If 10X CHEM is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Goods and/or Services or if the supply of the Goods and/or Services is prevented or hindered by reason of any cause beyond 10X CHEM's reasonable control (which shall include acts of God, governmental action, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, currency restrictions, strikes or other labour dispute, or restraints or delays affecting shipping or carriers), 10X CHEM may cancel the Agreement by notice in writing to the Customer so far as it relates to the Goods and/or Services not then supplied or work not then done and such cancellation shall not give rise to any claims by the Customer provided that the Customer shall remain liable to pay for the Goods and/or Services supplied prior to the date of such cancellation.

16. Legal and Regulatory Compliance

16.1 The Customer will comply with all Statutory Requirements in force from time to time. Failure to comply with any provision of this clause 16 is grounds for immediate termination of this Agreement by 10X CHEM, which termination shall not result in any costs or compensation becoming payable by 10X CHEM to the Customer.

16.2 The Customer agrees and undertakes that it shall not, and shall require that its employees and affiliates shall not, take any action in furtherance of an unlawful order, promise or payment, in violation of any applicable anti-bribery law, anti-corruption law and conflict of interest law including, without limitation, the United Kingdom’s Bribery Act 2010 or the United States Foreign Corrupt Practices Act (“FCPA”), nor take any action that would cause either itself or any other party (including 10X CHEM) to be in violation of the FCPA or the Bribery Act 2010.

16.3 The Customer shall inform 10X CHEM if at any time it becomes aware, or should reasonably have become aware, that it has been entered on any denied persons, politically exposed persons or other sanctions lists maintained by the UK, the USA, the European Union, Canada or any other recognized national or international, governmental or quasi-governmental body. The Customer acknowledges that entry onto any such list is grounds for immediate termination of this Agreement by 10X CHEM in accordance with clause 16.1.

17. General

17.1 The Customer shall not assign any Agreement or any part thereof without the written consent of 10X CHEM. 10X CHEM may assign the Agreement or any part thereof to any member of the 10X CHEM Group or its successors. 10X CHEM shall be entitled to sub-contract any part of the Services to be provided hereunder. Any attempted unauthorized assignment by Customer is null and void.

17.2 Each right or remedy of 10X CHEM under the Agreement is without prejudice to any other right or remedy of 10X CHEM whether under the Agreement or not.

17.3 If any provision of the Agreement shall be held to be illegal, invalid or unenforceable in whole or in part, either under enactment or role of law, such provision or part shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remaining provisions of the Agreement shall not be affected unless the absence of the unenforceable provision would materially affect 10X CHEM's rights or remedies in which case 10X CHEM shall have the right to immediately terminate the Agreement.

17.4 10X CHEM reserves the right to announce publicly that it is providing Goods and/or Services to the Customer with the prior written consent of the Customer, not to be unreasonably withheld.

17.5 Any waiver by 10X CHEM of any breach of, or any default under, any provision of any Agreement by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms or conditions of the Agreement.

17.6 No term or condition of the Agreement is enforceable any person who is not a party to the Agreement and 10X CHEM and the Customer may exercise, without the consent of any third party, any rights they may have to amend or rescind the Agreement.

17.7 The construction performance and validity of the Agreement shall be governed by the internal laws of the State of California applicable to contracts made and performed in that province, without regard to principles of conflicts of laws, and the parties submit and waive any objection to the exclusive jurisdiction of the Courts in California for adjudication of any disputes relating in any way to the Agreement or any Goods or Services delivered pursuant to the Agreement.

18. Return Shipments

10X CHEM will not accept return shipments without prior authorization and shipping instructions. The situations which give rise to returns are often complicated and require individual attention and special handling. Unidentified or unauthorized return shipments will be discarded without credit. Customer shall contact 10X CHEM to resolve each situation in an equitable manner. Charges will be imposed on catalog items returned due to Customer’s error. Orders over US$1,000.00 will have a 70% minimum restocking charge imposed. Orders less than US$1,000.00 will not be authorized for return. Items which are proven defective or non-conforming to our specifications will be replaced at no charge or, at our discretion, credit issued upon receipt of returned goods. All claims for replacement or credit must be made within 7 days of receipt of goods. The liability of 10X CHEM for any and all claims, losses or damages arising for any cause, including our negligence, shall in no event exceed the purchase price of the materials with respect to which the cause arose.In no event shall 10X CHEM be liable for incidental or consequential damages.