Terms and Conditions of Sale

Mosley Scientific (“Mosley Scientific”) is engaged in the business of wholesaling and distribution of fine chemicals to its customers (the “Product” or “Products”). By using Mosley Scientific’s Products or services, you (“Customer” or “You”) agree to be bound by the following terms and conditions (the “Terms”), which together with any purchase order executed by Mosley Scientific and the Customer, comprises the entire agreement (“Agreement”) between Mosley Scientific and the Customer.

IMPORTANT: PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND MOSLEY SCIENTIFIC CAN BE BROUGHT, INCLUDING THE ARBITRATION AGREEMENT (SEE SECTION 22 BELOW). PLEASE REVIEW THE ARBITRATION AGREEMENT BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH MOSLEY SCIENTIFIC ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION (AS DESCRIBED IN SECTION 22 BELOW). BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Any provisions contained in any document issued by Customer are expressly rejected and if the Terms in this Agreement differ from the terms of Customer’s offer, this document shall be construed as a counteroffer and shall not be effective as an acceptance of Customer’s document. Customer’s receipt of Products provided herein will constitute Customer’s acceptance of this Agreement.

1. Price

All prices published by Mosley Scientific or quoted by Mosley Scientific’s representatives may be changed at any time without notice. All prices quoted by Mosley Scientific or Mosley Scientific’s representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for Products will be as specified by Mosley Scientific or, if no price has been specified or quoted, the price will be Mosley Scientific’s price in effect at the time of shipment of the Products. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Mosley Scientific’s original price quotation.

2. Specifications

Product specifications are subject to change without prior notice.

3. Payment Terms

Most of Mosley Scientific’s Products are available for direct purchase online via our website using a credit/debit card, ACH or Apple Pay. All payments shall be made in U.S. Dollars (U.S.D.).

4. Taxes and Other Charges

Prices for the Products exclude all sales, value added, and other taxes and duties imposed with respect to the sale, delivery, or use of any Product. All said taxes and duties referred to in this paragraph must be paid by the Customer.

5. Shipping

Please read our Shipping and Returns policy.

6. Returns

Please read our Shipping and Returns policy.

7. Product Warranties

(a) Mosley Scientific warrants to Customer the following:

i. All Products provided to Customer pursuant to this Agreement will meet the manufacturer’s specifications for a term equal to the warranty period stated in the Product manufacturer’s terms and conditions.

(b) If any Product warranted under the Agreement proves defective or non-conforming, Mosley Scientific’s sole liability and Customer’s sole remedy under the Agreement shall be for Mosley Scientific to repair or, at Mosley Scientific’s option: (i) replace, at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product; or (ii) credit Customer’s account for all amounts paid with respect to the defective or non-conforming Product upon Mosley Scientific’s receipt of the defective or non-conforming Product. In the event of replacement of the Product, the replacement Product will be warranted for the remainder of the original warranty period.

However, in no event shall Mosley Scientific have any obligation to make repairs, replacements or corrections resulting from, in whole or in part: (i) normal wear and tear; (ii) accident, disaster or event of force majeure; (iii) misuse, fault or negligence caused by, arising from, and/or related to Customer; (iv) use of the Product in a manner for which it was not designed; (v) causes external to the Product, including, but not limited to, power failure, electrical power surges, or by reason of Customer’s failure to maintain environmental control; or (vi) improper storage and handling of the Product. Any installation, maintenance, repair, service, relocation or alteration to or of, or other tampering with, the Product performed by any person or entity other than Mosley Scientific, without Mosley Scientific’s prior written approval, or any use of replacement parts not supplied by Mosley Scientific, shall immediately void and cancel all warranties with respect to the affected Product(s).

(d) Mosley Scientific’s warranty shall be limited to Products which are defective or non-conforming, which is defined as a Product that is outside of the manufacturer’s defined Product specifications. A defective or non-conforming Product does not include Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications.

(e) If you believe a Product falls within our warranty and requires replacement, please contact Mosley Scientific for instructions on how to proceed. The obligations created by this warranty statement, to replace a defective Product, shall be the sole remedy for the Customer in the event of a defective Product, in conjunction with the Limitation of Liability and Arbitration provisions below. Mosley Scientific HEREBY DISCLAIMS ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABIIITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(f) Any warranties or claims expressed or implied, by Mosley Scientific for its Products are valid, only if, they are sold directly to the Customer by Mosley Scientific or sold through one of the US or worldwide distributors authorized by Mosley Scientific.

(g) Notwithstanding the foregoing, Products supplied by third party that are obtained by third party from an original manufacturer or third party supplier are not warranted by Mosley Scientific, but Mosley Scientific agrees to assign to Customer any warranty rights in such Products that Mosley Scientific may have from the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, THE LIABILITY OF MOSLEY SCIENTIFIC UNDER THESE TERMS, WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE PAID BY CUSTOMER TO MOSLEY SCIENTIFIC WITH RESPECT TO THE PRODUCTS GIVING RISE TO THE ALLEGED LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL MOSLEY SCIENTIFIC BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF EARNINIGS, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF GOODWILL, REGARDLESS OF WHETHER MOSLEY SCIENTIFIC (A) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) IS NEGLIGENT. THIS PROVISION SHALL HAVE NO EFFECT ON MOSLEY SCIENTIFIC’S CHOICE OF LAW AND ARBITRATION PROVISIONS BELOW.

9. Indemnification

Customer shall defend, indemnify and hold Mosley Scientific and its officers, directors, employees, and agents, harmless from and against any and all claims, actions, liability, expenses, costs, including without limitation, reasonable attorneys’ fees and disbursements and court costs, or losses arising from or in connection with (i) the negligence or willful misconduct of Customer, its agents, employees, representatives or contractors; (ii) use of a Product in an application or environment for which it was not designed; (iii) modifications of a Product by anyone other than Mosley Scientific without Mosley Scientific’s prior written approval; (iv) Mosley Scientific’s compliance with designs, specifications or instructions supplied to Mosley Scientific by Customer; or (v) any breach by Customer of its obligations hereunder. This Section 9 shall survive termination and cancellation of this Agreement.

10. Proprietary Information

Customer agrees that all pricing, discounts, and technical information that Mosley Scientific provides to Customer is the confidential and proprietary information of Mosley Scientific. Customer agrees to (1) keep such information confidential and not disclose such information to any third party, and (2) use such information solely for Customer’s internal purposes, and in connection with the Products supplied under the Agreement. Nothing in the Agreement shall restrict the use of information available to the general public. Customer agrees to inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.

11. Miscellaneous

(a) Termination – Agreement may be terminated by either party for convenience at any time upon reasonable written notice delivered to the other party. In the event of any termination or expiration of the Agreement, Customer shall be billed immediately for Products shipped through the effective date of such termination, or expiration, and all custom Products purchased for Customer in Mosley Scientific’s inventories at such date, and Customer shall pay the invoiced amount immediately upon receipt of such invoice.

(b) Delivery, Cancellation and Changes by Customer – The Product will be shipped to the destination specified by Customer, F.O.B. Mosley Scientific’s shipping point. Mosley Scientific will have the right, at its discretion, to make partial shipments of the Product and to invoice each shipment separately. Delivery of all orders will be FCA (INCOTERMS 2020). Shipping and handling fees, special packaging materials (e.g., blue ice), carrier surcharges and hazardous material fees imposed by government regulation will be added separately to the invoice. Mosley Scientific reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Customer fails to make any payment to Mosley Scientific when due, or Customer otherwise fails to fulfill its obligations under the Agreement. All shipping and delivery dates are approximate only, and Mosley Scientific will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Mosley Scientific’s reasonable control. In the event of a delay due to any cause beyond Mosley Scientific’s reasonable control, Mosley Scientific reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Customer will not be entitled to refuse delivery, or will Customer otherwise be relieved of any obligations under the Agreement as the result of such delay. Orders in process may be canceled only with Mosley Scientific’s written consent and upon payment of Mosley Scientific’s cancellation charges, if applicable. Orders in process may not be changed except with Mosley Scientific’s written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price. Credit will not be allowed for Products returned without the prior written consent of Mosley Scientific.

12. Title and Risk of Loss

Notwithstanding the Terms of the Agreement, and subject to Mosley Scientific’s right to stop delivery of Product in transit, title to and risk of loss of the Products will pass to Customer upon delivery of the Product by Mosley Scientific to the carrier.

13. Product Liability Disclaimer

Mosley Scientific makes no guarantee and provides no warranty or representation of any kind, express or implied, concerning the fitness or suitability of any Mosley Scientific Product for any use or application, and Mosley Scientific shall have no liability or obligation of any kind if a Mosley Scientific Product is used for an application for which it is not fit or suited. Without any express or implied limitation of this paragraph You agree to the following terms and conditions of sale:

• None of the Products purchased from Mosley Scientific, whether used independently or in combination with any other substance, will be used directly or indirectly for any purpose prohibited by applicable local, state, or federal laws or regulations, including, but not limited to, human or animal consumption.

• None of the Products purchased from Mosley Scientific will be used in the formulation, synthesis, manufacture, or production of any regulated products including, but not limited to, illicit drugs, controlled substances, unauthorized pharmaceutical, cosmetic products, or pesticidal products.

• The Products purchased from Mosley Scientific will not be diverted, resold, transferred, or distributed to any third party or destination for a prohibited use.

• None of the Products purchased from Mosley Scientific will be used in contravention of TSCA.

• The Products purchased from Mosley Scientific will be used strictly for legitimate purposes, including Research & Development, Laboratory Synthesis, Industrial Manufacturing, Quality Control/Analytical Testing, or other lawful commercial or academic activities.

You further acknowledge that You understand that the use of any Mosley Scientific Product in contravention of this provision may constitute a violation of applicable federal, state, or local laws or regulations and may result in cancellation of the order and/or account, as well as potential notification to the appropriate regulatory authorities.

14. Pure Ethanol/Alcohol Purchases

All Pure Ethanol/Alcohol Products are Food Grade but are not permitted for beverage use. Must be 21 or older to purchase Pure Ethanol/Alcohol Products, and comply with all local, state and federal laws.

15. Product Documentation Disclaimer

Mosley Scientific provides the following standard documentation for applicable chemical products:

• Certificate of Analysis (COA)

• Safety Data Sheet (SDS)

• Technical Data Sheet (TDS)

Additional documentation may be available upon request by contacting info@mosleyscientific.com.

If your documentation needs fall outside the scope listed above, we recommend verifying availability prior to purchase. Mosley Scientific does not guarantee that all documentation requests can be fulfilled in full and reserves the right to withhold any documentation at its discretion or based on supplier limitations.

16. Severability

If any term or provision of this Agreement, or any application thereof, is held invalid or unenforceable, the remainder of the Agreement’s Terms and/or provisions, and any application of the Terms and/or provisions therein shall not be affected and shall remain valid and enforceable.

17. Applicable Law, Venue

This Agreement is made pursuant to and shall be construed and enforced exclusively in accordance with, the laws of the State of Virginia (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law. Subject to the Arbitration Agreement below (see Section 22), any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement against any of the parties shall be brought in the courts of the State of Virginia, or, if applicable, in the United States District Court for the Western District of Virginia, Abingdon Division and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding. In the event of any legal proceeding between the Customer and Mosley Scientific relating to this Agreement, neither party may claim the right to a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury.

18. Time Limitations

Regardless of any contrary statute or law, any suit seeking to enforce any provision of, or based on any right arising out of, this Agreement must be filed within one (1) year from the date that the cause of action accrued.

19. Enforceability

Mosley Scientific’s failure to enforce, or Mosley Scientific’s waiver of a breach of, any provision contained in the Agreement shall not constitute a waiver of any other breach or of any other provision to the Agreement.

20. Assignment

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that either party may assign this Agreement to a parent, subsidiary or successor corporation without such consent).

21. Merger Clause

The Agreement is the complete and final agreement between Mosley Scientific and Customer with respect to Customer’s purchase of Products. No communications or representations made by Mosley Scientific or Customer previous to the execution of this Agreement form a part of this Agreement. No waiver, consent, modification, amendment or change of the Terms contained in the Agreement shall be binding unless in writing and signed by Customer and Mosley Scientific. Mosley Scientific’s failure to object to terms contained in any subsequent communication from Customer will not be a waiver or modification of the Terms set forth herein. All orders are subject to acceptance in writing by an authorized representative of Mosley Scientific.

22. ARBITRATION AGREEMENT

By agreeing to the Terms, you, the Customer, agree that you are required to resolve any claim that you may have against Mosley Scientific on an individual basis in arbitration as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Mosley Scientific, and preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Mosley Scientific by someone else. For the avoidance of doubt, this precludes you from bringing or participating in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multi-plaintiff or joint action against Mosley Scientific.

(a) Agreement to Binding Arbitration Between You and Mosley Scientific

Except as expressly provided below in Section 22(b), you and Mosley Scientific agree that any dispute, claim or controversy in any way arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof, (ii) your access to or use of a Products at any time, (iii) incidents or accidents resulting in personal injury that you allege occurred in connection with your use of the Products, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to the Terms, or (iv) your relationship with Mosley Scientific, will be settled by binding arbitration between you and Mosley Scientific, and not in a court of law. This Arbitration Agreement survives after your relationship with Mosley Scientific ends. You acknowledge and agree that you and Mosley Scientific are each waiving the right to a trial by jury or to bring or to participate as a plaintiff or class member in any class, purported class, collective, coordinated, consolidated, or representative proceeding. This Arbitration Agreement shall be binding upon and shall include any claims brought by or against any third-parties, including but not limited to your spouses, heirs, third-party beneficiaries and assigns, where their underlying claims are in relation to your use of a Product or related services. To the extent that any third-party beneficiary to this Agreement brings claims against the parties to said Agreement – those claims shall also be subject to this Arbitration Agreement.

(b) Exceptions to Arbitration

Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (ii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. Such claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. On an individual basis means that you cannot bring such claims as a class, coordinated, consolidated, collective, or representative action against Mosley Scientific. For the avoidance of doubt, this precludes you from bringing claims as or participating in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multi-plaintiff or joint action against Mosley Scientific and no action brought by you may be consolidated or joined in any fashion with any other proceeding. Where your claims are brought and litigated to completion on such an individual basis in a court of competent jurisdiction, Mosley Scientific agrees to honor your election.

The parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided for in Section 22(a), which will continue to apply in court as well as in arbitration), or the enforceability of this Agreement as to any other controversy, claim or dispute.

(c) Rules and Governing Law

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are applicable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a dispute, you and Mosley Scientific agree that the arbitrator will decide that issue.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this Arbitration Agreement, and that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state of Texas.

Any dispute, claim, or controversy arising out of or relating to incidents or accidents in connection with your use of Mosley Scientific Products, whether before or after the date you agreed to the Terms, shall be governed by and construed in accordance with the laws of the state of Texas.

(d) Process

Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Mosley Scientific each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice of the dispute must include the party’s name, preferred contact information, a brief description of the dispute, and the relief sought. Notice to Mosley Scientific must be sent to Mosley Scientific, 287 Thistle Street, Bluefield, VA, 24605. Neither party shall initiate arbitration until 30 days after the notice is sent. Engaging in this pre-arbitration dispute resolution and notification process is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal resolution process required by this paragraph.

Initiating Arbitration. In order to initiate arbitration, a party must provide the other party with a written Demand for Arbitration and file the Demand with AAA as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). A party initiating an arbitration against Mosley Scientific must send the written Demand for Arbitration to Mosley Scientific, 287 Thistle Street, Bluefield, VA, 24605, or serve the Demand on Mosley Scientific’s registered agent for service of process (the name and current contact information for the registered agent are available online). The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in the state where the arbitration is conducted. The Arbitrator will be selected by the parties from the AAA’s National Roster of Arbitrators. If the parties are unable to agree upon an Arbitrator after a good faith meeting and confer effort, then the AAA will appoint the Arbitr