Ambergen Inc. Sales Terms and Conditions
Version 2, May 18, 2026
CRITICAL NOTICE: BY PURCHASING PRODUCTS AGAINST AN AMBERGEN QUOTATION, OR BY EXECUTING A PROPOSAL FOR AMBERGEN SERVICES, CUSTOMER EXPLICITLY ACKNOWLEDGES AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS OF SALE AND SERVICE. THESE TERMS CONTAIN STRICT END-USER AND CONTRACT RESEARCH ORGANIZATION (CRO) USE RESTRICTIONS (SECTION 10) AND A STRICT LIMITATION OF LIABILITY CAP (SECTION 8). THESE TERMS SHALL SUPERSEDE, OVERRIDE, AND RENDER NULL AND VOID ANY CONFLICTING OR AMENDING BOILERPLATE TERMS CONTAINED IN ANY SUBSEQUENT PURCHASE ORDER SUBMITTED BY CUSTOMER.
1. Definitions
As used herein:
(a) “AmberGen” means AmberGen Inc.
(b) “Customer” means the customer purchasing any Products or Services from AmberGen.
(c) “Product” means any consumable product (reagents) or basic laboratory benchtop hardware (such as light boxes) sold by AmberGen.
(d) “Quotation” means any written sales quotation for Products issued by AmberGen.
(e) “Proposal” means any written service proposal, Statement of Work (SOW), or project outline for Services issued by AmberGen.
(f) “Services” means data analysis, sample testing, documentation, and reporting services provided by AmberGen as outlined in an applicable Proposal.
(g) “Terms” means these general terms and conditions of sale and service.
(h) “Academic Core Laboratory” means a shared institutional research facility housed within an accredited university, non-profit research institute, or government laboratory that provides access to instruments, technologies, and workflows predominantly to internal academic investigators.
(i) “In-House Pharmaceutical/Biotech Laboratory” means an internal research and development department or facility operated within a pharmaceutical or biotechnology company, including its wholly or majority-owned corporate subsidiaries, serving solely internal pipeline development.
(j) “Contract Research Organization (CRO)” means any commercial entity, company, partnership, or vendor that provides fee-for-service research, assay development, screening, profiling, imaging, analysis, clinical trial management, or other outsourced laboratory services to third-party commercial, corporate, or institutional clients.
2. Order, Delivery, and Services
2.1. Customer’s purchase order submitted against a Quotation (for Products), or Customer’s written signature/authorization on a Proposal (for Services), shall be binding only upon AmberGen’s written acceptance or its fulfillment of such order, whichever occurs first.
2.2. AmberGen shall use reasonable efforts to meet any dates specified for the delivery of Products or performance of Services; provided, however, all such dates are estimates only and subject to availability. If AmberGen’s supply of Products is limited, AmberGen shall have the right to allocate the available supply among its customers in any manner it determines appropriate in its sole discretion.
2.3. AmberGen shall pack and ship the Products in accordance with its standard practices. Unless otherwise specified in the applicable Quotation, all Products are delivered FCA (Incoterms 2010) AmberGen’s shipping point and Customer is responsible for all transportation, shipping, and handling charges, which shall be prepaid and added to the invoice. Title to and risk of loss of Products passes to Customer upon delivery to the carrier.
2.4. For Services, AmberGen will deliver data, results, and generated reports in the formats specified in the applicable Proposal. Unless otherwise explicitly agreed in writing, AmberGen retains all intellectual property rights in the underlying methodologies, workflows, hardware settings, and analytical techniques used to perform the Services and generate the data.
2.5. Upon receipt of Products, Customer shall unpack and visually inspect the items. Customer shall promptly notify AmberGen in writing within five (5) business days of any damaged or missing Products or components, providing photographic evidence as requested.
3. Prices
Customer shall purchase Products and Services from AmberGen at the price(s) set forth in the applicable Quotation or Proposal, or if no price has been quoted, then at the published list price in effect as of the date of acceptance by AmberGen. Prices are subject to adjustment on account of custom specifications, raw material shortages, cost of production, or customer-directed execution delays that were not part of the applicable Quotation or Proposal.
4. Taxes
All prices are exclusive of, and Customer shall be responsible for, all sales, use, excise, value-added, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer (excluding any taxes on AmberGen’s corporate income).
5. Payment Terms
Unless otherwise set forth in the applicable Quotation or Proposal, Customer shall pay all invoiced amounts due to AmberGen within thirty (30) days from the date of AmberGen’s invoice. AmberGen reserves the right to require Customer to make full or partial payment in advance. AmberGen may impose interest on late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Customer shall reimburse AmberGen for all costs incurred in collecting any late payments, including without limitation, reasonable attorneys’ fees. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with AmberGen.
6. Limited Warranty
6.1 Reagents and Consumables
For any Product that is a reagent or other consumable, AmberGen warrants that such Product will substantially conform to AmberGen’s standard specifications therefor in effect as of the date of delivery. Unless otherwise specified in the applicable Quotation, the Warranty Period for such Product shall end three (3) months after the date of delivery to Customer or, if later, on the expiration or “use by” date listed on the Product packaging. For any custom reagent synthesis, AmberGen warrants solely that it will use commercially reasonable efforts to cause such Product to substantially conform to the specifications requested by Customer.
6.2 Benchtop Hardware and Equipment
For any Product that consists of basic laboratory hardware or benchtop equipment (such as light boxes), AmberGen warrants that such Product will be free from defects in materials and workmanship under normal laboratory use for a period of one (1) year from the date of delivery to Customer.
6.3 Services
AmberGen warrants that it shall perform its data analysis, testing, and reporting Services in a professional and workmanlike manner in accordance with generally recognized industry standards. The Warranty Period for Services shall end thirty (30) days after the date of delivery of the final data report or files to the Customer.
6.4 Exclusions
The warranties herein shall not apply to any non-conformity due to or arising from: (a) damage during shipment after risk of loss has passed to Customer; (b) any unauthorized site movement, modification, calibration, or repair of any Product by any party other than AmberGen; (c) any negligence or willful misconduct of any party other than AmberGen; or (d) any use, storage, or maintenance of any Product that is unintended, improper, or otherwise not in accordance with AmberGen’s documentation, user instructions, or standard laboratory safety protocols.
6.5 Remedies
As AmberGen’s sole liability, and Customer’s sole remedy for a breach of Product warranty, AmberGen shall either repair or replace, at AmberGen’s option, the non-conforming Product. For a breach of Service warranty, AmberGen shall, in its sole discretion, re-perform the applicable data analysis workflow or credit/refund the price of such Services at the contract rate. AmberGen may at any time, in its sole discretion, elect to discharge its warranty obligations by accepting the return of the Product and refunding the purchase price paid.
6.6 Disclaimer
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH HEREIN, AMBERGEN MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES OF ANY KIND WITH RESPECT TO PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
7. Indemnification
7.1. In General. Subject to the terms and conditions hereof, AmberGen shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that a Product directly infringes any patent, copyright, or trademark enforceable in the country in which such Product is delivered to Customer (a “Claim”). AmberGen shall (a) defend or settle a Claim at its own expense, and (b) pay any judgments finally awarded against Customer under a Claim or any amounts assessed in settlements of a Claim.
7.2. Conditions. AmberGen’s obligations under Section 7.1 are conditioned upon Customer giving prompt written notice of a Claim to AmberGen, permitting AmberGen to retain sole control of the defense or settlement of a Claim, and providing reasonable cooperation and assistance.
7.3. Exclusions. AmberGen shall have no obligation under Section 7.1 with respect to any Claim arising or resulting from (a) any breach, negligence, or willful misconduct by Customer, (b) any use of the Product other than in accordance with standard documentation, or (c) any use of the Product in combination with any third-party product, fluidics instrument, system, or service, if the infringement would not have occurred but for such combination.
8. Limitation of Liability
IN NO EVENT SHALL AMBERGEN BE LIABLE TO CUSTOMER FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF FORESEEABILITY AND WHETHER OR NOT AMBERGEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL AMBERGEN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE ACTUAL TOTAL AMOUNT PAID TO AMBERGEN BY CUSTOMER FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM UNDER THE APPLICABLE QUOTATION OR PROPOSAL.
9. Intellectual Property and Patent Marking
9.1. IP Ownership. Customer acknowledges and agrees that AmberGen retains sole and exclusive ownership of all intellectual property rights embedded in, related to, or utilized by the Products, reagents, consumables, workflows, data analysis methodologies, and underlying technologies. Except for the restricted end-use rights expressly granted in Section 10.2, the sale of Products or provision of Services does not grant, imply, or transfer any license under such intellectual property or patent rights to Customer.
9.2. Structural Assignments. Should Customer or any member of Customer’s organization, lab group, or subsidiaries conceive or develop any additions, extensions, improvements, or modifications to AmberGen’s products, reagents, or proprietary workflows, Customer hereby agrees to assign and does hereby assign to AmberGen all rights, title, and interest in and to any patents, trademarks, or copyrights relating to such inventions, additions, extensions, improvements, or modifications.
9.3. Virtual Patent Marking. The Products, reagents, consumables, and workflows provided by AmberGen are protected by one or more issued and/or pending United States and international patents. In accordance with the virtual patent marking provisions of various jurisdictions, including 35 U.S.C. § 287(a), a current directory of AmberGen’s patents and corresponding proprietary offerings is maintained and viewable on AmberGen’s website at: www.ambergen.com/patents.
10. Use Restrictions
10.1. Regulatory. Customer acknowledges that the Products are labeled for Research Use Only (RUO) or a similar labeling statement and have not been approved, cleared, or licensed by the United States Food and Drug Administration or any other regulatory entity, whether foreign or domestic, for any diagnostic, clinical, or therapeutic purpose. Customer shall not use any Product for any diagnostic or therapeutic purpose or otherwise in any manner that conflicts with its labeling statement.
10.2. Permitted and Restricted Tiers of Use. Products sold by AmberGen hereunder are provided to Customer strictly as an end-user subject to the following tier-specific boundaries:
(a) Academic and Internal Corporate Exception: If Customer is an Academic Core Laboratory, Customer may use the Products and reagents to provide internal technical workflows and data generation for academic investigators operating within its parent institutional campus. If Customer is an In-House Pharmaceutical/Biotech Laboratory, Customer may use the Products and reagents to provide internal assay support and data generation solely for investigators operating within its own internal corporate walls, including its wholly or majority-owned corporate subsidiaries, exclusively to advance its own internal therapeutic pipeline.
(b) Contract Research Organization (CRO) Restriction: If Customer is a Contract Research Organization (CRO), Customer is strictly prohibited from using the Products, workflows, reagents, or consumables to perform fee-for-service workflows, analytical services, mass spec imaging, screening, assay profiling, or any other commercial or research services for third-party clients, unless Customer has entered into a separate, fully-executed commercial service license and royalty agreement with AmberGen.
(c) General Prohibitions: Customer shall (i) not sell, license, loan, rent, donate, or otherwise transfer or make available any Product or reagent to any external third party, whether alone or in combination with other chemical/biological materials, or use the Products to manufacture any commercial products, (ii) not copy, modify composition, reverse engineer, decompile, disassemble, or otherwise attempt to discover the molecular structure, composition, sequence, or underlying technology of the Products, or use the Products or delivered data reports for the purpose of developing any products or services that would compete with AmberGen’s primary service business, (iii) not alter, cover, or remove from the Products any trademarks, logos, or patent notices, and (iv) unless otherwise explicitly agreed by AmberGen in writing, not use any Product that is a reagent or other consumable in combination with any third-party fluidics instrument or system.
11. Miscellaneous
11.1. Applicability. These Terms exclusively govern the ordering, purchase, supply, and use of the Products or Services and override any conflicting, amending, or additional terms contained in any purchase order, procurement portal, or similar document provided by Customer to AmberGen, which terms are hereby rejected and agreed by Customer to be null, void, and of no legal effect.
11.2. Compliance with Law. Each party shall comply with all applicable laws, regulations, and ordinances in performing its obligations under these Terms, including applicable U.S. export control regulations. Customer shall provide to AmberGen any documentation necessary for legal shipment of Products to Customer’s destination.
11.3. Cancellation. Unless otherwise specified in the applicable Quotation or Proposal, all product orders once accepted and service agreements once executed are non-cancellable, unless AmberGen consents to such cancellation in writing.
11.4. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted or breached these Terms, for any failure or delay in performing any term of these Terms (except for payment obligations) when caused by or resulting from circumstances beyond the reasonable control of the impacted party, including acts of God, supply chain blockages, global shortages of necessary raw materials, energy outages, epidemic, or mandatory compliance with sudden governmental regulations.
11.5. Assignment. Customer shall not assign, delegate, or transfer any of its rights or obligations under these Terms without the prior written consent of AmberGen. Any purported assignment without such consent is null and void.
11.6. Severability; Amendment and Modification. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity shall not affect any other term or provision. These Terms may be amended or modified only by a writing stating specifically that it amends these Terms and is signed by an authorized executive representative of each party.
11.7. Governing Law; Arbitration. All matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without giving effect to its conflict of law provisions. In AmberGen’s sole discretion, any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by confidential binding arbitration, in the English language, administered by the American Arbitration Association in Boston, Massachusetts. The decision of the arbitrator shall be final and binding on the parties. Judgment on the award may be entered in any court having jurisdiction. This paragraph shall control over any conflicting provisions in these Terms.