Terms & Conditions

Effective: October 2, 2025

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UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS OF SALE (“TERMS AND CONDITIONS”):

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1. GENERAL
Boltii Diagnostics, Inc. ("Seller") hereby offers for sale to the buyer named in the order ("Buyer") the products listed on the face thereof (or on an electronic acknowledgement) (the "Products") on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ from the terms of Buyer's offer, this document shall be construed as a counteroffer and shall not be effective as an acceptance of Buyer's document. Buyer's receipt of Products or Seller's commencement of the provision of goods or services hereunder will constitute Buyer's acceptance of this Agreement. This is the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer's purchase of the Products. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding on Seller unless in writing and signed by Seller and Buyer. Notwithstanding the foregoing, Seller reserves the right to make changes to these Terms and Conditions of Sale at any time by posting such changes here, and such changes shall apply to orders of Products made by Buyer thereafter. Seller's failure to object to terms contained in any subsequent communication from Buyer 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 Seller. Seller reserves the right to reject any order for any reason. By purchasing products from Seller, Buyer agrees that it is purchasing the Products only for its own use and not for purposes of resale. Products purchased pursuant to these Terms and Conditions may not be sold or transferred to any person or entity for purposes of resale. Seller reserves the right to take any action it deems necessary to address Buyer’s violation of these terms, including, but not limited to, the suspension of Buyer’s ability to purchase Products.

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2. PRICE
All prices published by Seller or quoted by Seller's representatives may be changed at any time without notice. All prices quoted by Seller or Seller's representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller's price in effect at the time of shipment. 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 Seller's original price quotation. LIST PRICES MAY VARY FROM THE PRICE DISPLAYED ON THE WEBSITE FOR CERTAIN PRODUCTS.

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3. 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 Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.

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4. TERMS OF PAYMENT
Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the terms on the face hereof. If no payment terms are stated on the face hereof, payment shall be net thirty (30) days from the date of invoice. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller's rights hereunder. Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at any time that Seller believes in good faith that Buyer's financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars.

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5. DELIVERY; CANCELLATION OR CHANGES BY BUYER; RETURNS

a. Delivery and Freight Policy
Seller is committed to delivering buyer's order as quickly and cost-effectively as possible. Freight is charged according to the shipping conditions required to safely transport the products to buyer's order destination. Additional shipping condition fees may apply for Products shipping on dry/wet/gel ice, Products classified as hazardous materials that require special handling, or expedited delivery. The Products will be shipped to the destination specified by Buyer, Free Carrier on Board (FCA, as defined in Incoterms® 2020) Seller's shipping point. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller 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 Seller's reasonable control. In the event of a delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order or any part of the order so affected, or to reschedule shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in storage by Seller at Buyer's risk and expense and for Buyer's account.

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b. Cancellations. Orders in process may be canceled by Buyer only with Seller's written consent and upon payment of Seller's cancellation charges. Orders in process may not be changed by Buyer except with Seller's written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price, therefore. Credit will not be allowed for Products returned without the prior written consent of Seller.

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c. Returns and Refunds. Due to the nature of research reagent products, they are not eligible for return and refund, except buyer received the wrong product, the item was defective, or it was damaged during shipping. 

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6. TITLE AND RISK OF LOSS
Notwithstanding the trade terms indicated above and subject to Seller's right to stop delivery of Products in transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the designated carrier.

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7. WARRANTY
Seller warrants that the Products will operate or perform substantially in conformance with Seller's published specifications and be free from defects in material and workmanship, when subjected to normal, proper and intended storage and usage by properly trained personnel, for the duration of the manufacturer’s warranty period set forth in the product documentation, published specifications or package inserts. Seller agrees during the Warranty Period, to replace defective Products so as to cause the same to operate in substantial conformance with said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect; and (b) after Seller's review, Seller will provide Buyer with a Return Material Authorization ("RMA"), then, if applicable, Buyer may return the defective Products to Seller with all costs prepaid by Buyer. ​In no event shall Seller have any obligation to make replacements, in whole or in part, as the result of (i) normal wear and tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the Products in a manner for which they were not designed, (v) causes external to the Products such as, but not limited to, power failure or electrical power surges, or (vi) improper storage and handling of the Products. 

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8. INDEMNIFICATION 

Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.

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9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SECTION 7 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER SELLER (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (b) IS NEGLIGENT.

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10. AUTHORIZED USE OF PRODUCTS
Products sold by Seller are intended solely for the use(s) specified by the manufacturer and are not to be used for any other purposes including, but not limited to, unauthorized commercial purposes. Buyer warrants and represents that it will properly test, use, qualify, and/or validate each Product for intended use, and, to the extent authorized, manufacture and market any final articles made from Seller’s Products in accordance with the practices of a reasonable person who is an expert in the field, and in strict compliance with all applicable national, state and local laws and regulations. Buyer acknowledges and understands that the purchase of Products only conveys to Buyer the non-transferable right for only the Buyer to use the Products purchased in compliance with the applicable manufacturer's Published Restricted User Statement, Limited User Statement, Limited License, if any. All such statements or licenses are incorporated by reference herein and in any Order as if set forth therein in their entirety. Buyer is solely responsible for conducting any research necessary to learn the hazards involved for any of its intended uses of the Products purchased from Seller and to properly warn its customers, employees and other personnel who may be exposed to such Products of any risks involved in using or handling the Products.

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11. MISCELLANEOUS
(a) Buyer may not delegate any duties nor assign any rights or claims hereunder without Seller's prior written consent, and any such attempted delegation or assignment shall be void. (b) The rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Utah, without reference to its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah, USA, in any action arising out of or relating to this Agreement and waives any other venue to which it may be entitled by domicile or otherwise. (c) In the event of any legal proceeding between the Seller and Buyer 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. Any action arising under this Agreement must be brought within one (1) year from the date that the cause of action arose. (d) The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. (e) In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain. (f) Seller's failure to enforce, or Seller's waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision. (g) Unless otherwise expressly stated on the Product or in the documentation accompanying the Product, the Product is intended for research only and is not to be used for any other purpose, including without limitation, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals.

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