SERVICES

1. Sponsor acknowledges that Chemtos, LLC and/or its affiliates (hereafter and together referenced as “Chemtos”) performs various activities including, but not limited to, the following: Drug Discovery Services, Chemical-Synthesis Services, Research and Development Services, Impurity Isolation Services, Structural Elucidation Services, Analytical Analysis and Re-Certification Services, Consulting Services (together, the “Services”).
2. Nothing in Chemtos' Quote or proposal to a sponsor is intended to grant any rights to Chemtos under any patent, copyright, trade secret or other intellectual property right.
3. All compounds synthesized are for research & development (R&D) use only. Not for medicinal, food, or household use. Not for human use or consumption. They may contain minor impurities that have not been identified or characterized and the minor impurities could have an outsized biological response.
4. Compounds currently covered by valid patents are custom-synthesized for R&D use under research exemption in accordance with (i) 35 USC 271(e)+A13(1) in the U.S.; (ii) Section 69.1 of Japanese Patent Law in Japan; (iii) Section 11, No. 2 of the German Patent Act of 1981 in Germany; (iv) Section 60, Paragraph 5b of the U.K. Patents Act of 1977 in the U.K.; (v) Sections 55.2(1) and 55.2(6) and other common law exemptions of Canadian patent law in Canada; (vi) Section 68B of the Patents Act of 1953 in New Zealand; (vii) such related legislation and/or case law as may be or become applicable in the aforementioned countries; and (viii) such similar laws and rules as may apply in various other countries. Any patent infringement issue and resulting liability is solely at sponsor’s risk.

PRODUCTS

1. All products listed for sale on Chemtos website or offered for sale in a quote or proposal are only for research & development (R&D), primarily for use as Certified Analytical Reference Standards. Not for medicinal, food, or household use. They are not for human use or consumption - without any exceptions. They may contain minor impurities that have not been identified or characterized and the minor impurities could have an outsized biological response. In most cases, potency of compound has been accurately determined using Proton qNMR analysis, while impurities are usually not identified.
2. Products listed as "in-stock" are in-stock at the time of quote but availability is not guaranteed. Sales are subject to not being sold out due to prior-sale and must be cleared for sale by Quality Control checks.
3. Compounds currently covered by valid patents are offered for R&D use under research exemption (not for human consumption) in accordance with (i) 35 USC 271(e)+A13(1) in the U.S.; (ii) Section 69.1 of Japanese Patent Law in Japan; (iii) Section 11, No. 2 of the German Patent Act of 1981 in Germany; (iv) Section 60, Paragraph 5b of the U.K. Patents Act of 1977 in the U.K.; (v) Sections 55.2(1) and 55.2(6) and other common law exemptions of Canadian patent law in Canada; (vi) Section 68B of the Patents Act of 1953 in New Zealand; (vii) such related legislation and/or case law as may be or become applicable in the aforementioned countries; and (viii) such similar laws and rules as may apply in various other countries. Any patent infringement issue and resulting liability is solely at buyer’s risk.

LIABILITY

1. Chemtos is not an insurer or a guarantor. Chemtos represents that the Services shall be performed within the limits mutually agreed to, in writing, and in a manner consistent with the level of care and skill ordinarily exercised by providers of similar services under similar circumstances. No other representations or warranties, express or implied, are included or intended in this agreement, or in any report, opinion or document related to the Services provided hereunder.
2. For the safety of Chemtos’s personnel, Sponsor must advise Chemtos of any known potential hazards of the intermediates or target molecules.
3. Sponsor agrees that if Chemtos should be found liable for any losses or damages attributable to the Services in any respect, Chemtos’s liability shall in no event exceed the amount of the fee paid by Sponsor for such Services and Sponsor’s sole remedy at law or in equity shall be the right to recover up to such amount. Sponsor acknowledges and agrees that in no event will Chemtos be liable for consequential or incidental damages or expenses, including, but not limited to lost profits.
4. Whenever performance by either party is delayed or prevented by war, insurrection, fire or other casualty, strikes or embargoes, shortage of transportation facilities or any other similar or dissimilar causes, beyond the control of such party, such delay or prevention shall be excused and the time of performance hereunder extended for the duration of the causative factor, provided that during such delay or prevention, the party whose performance is delayed or prevented shall use reasonable efforts to attempt to satisfy the performance in question.
5. If Sponsor requests a target compound that is unstable and that cannot be isolated at high enough purity levels to meet specifications in spite of multiple attempts, Sponsor is still liable for payment of Services.

PAYMENT

1. Sponsor/Client agrees to pay all invoices within 30 days of invoice date. All payments must be in US Dollars. Sponsor/Client will not be invoiced unless the compound is delivered by Chemtos except where a deposit is required or Chemtos specifies otherwise.
2. Chemtos reserves the right to request a refundable deposit prior to the start of a project.
3. Chemtos invoices can only be disputed if they do not meet the specifications listed in the quote provided. For sales without a quote, general specification is >95% UV HPLC purity and absence of d0 in a stable isotope labeled compound. Furthermore, any dispute of Chemtos Invoice should be provided in writing and within a reasonable time frame prior to Invoice becoming due.
4. A Finance Charge of 1.5% per month (18% per year) or a minimum charge of $1.00 will be added to all undisputed invoices past due based on existing credit terms.

QUALITY

1. Chemtos takes great care in providing quality services and products. Sponsor/Client must notify Chemtos within 20 US business days after the product has been received or product shall be deemed to have been accepted.

MISCELLANEOUS

1. Should an error occur in any quote provided by Chemtos or there is an error in a product listing on the Chemtos website, Chemtos reserves the right to correct the error without liability.
2. A project or order cannot be cancelled once the project or order has been submitted to Chemtos. If a cancellation occurs, Sponsor agrees to pay for reasonable costs incurred by Chemtos, including but not limited to materials, labor and lost opportunities. Cost of lost opportunities could be up to 25% of the quote value.
3. Quoted timelines are estimates only. Due to the unpredictability of chemistry, actual timelines may vary.
4. Quotes are valid for 180 days from the quote date.
5. This agreement and any and all claims and disputes hereunder or related thereto shall be governed by the laws of the State of Texas. Chemtos and Sponsor agree that exclusive jurisdiction and venue for any and all such claims and disputes shall be in Travis County, Texas.
6. In the event that Chemtos prevails in all aspects in any dispute or claim, Sponsor agrees that Sponsor will pay any and all expenses, including attorney’s fees, reasonably incurred in the prosecution or defense of such claim or dispute.
7. Chemtos reserves the right to update Terms & Conditions at any time without notice. However, as in any contract, the terms published here at the time of acceptance in a Quote / contract will remain valid for the duration of the project / contract.

Revised April 1, 2022 (Previous revision was in January 2021)