Terms of Sale and Research Use Attestation

By creating an account or placing an order, Buyer represents and warrants that Buyer is at least twenty-one (21) years of age and has the legal capacity to enter into this Agreement.

Buyer represents that all information provided during account creation and checkout is accurate, current, and complete, and that Buyer will maintain the accuracy of such information.

Buyer represents that Buyer is purchasing products solely for laboratory research, in-vitro experimentation, or other lawful non-consumptive purposes, and is capable of handling, storing, and disposing of research materials safely and in compliance with applicable law.

Buyer is responsible for maintaining the confidentiality of account credentials and for all activity occurring under the account.

Seller reserves the right to refuse service, decline or cancel any order, or terminate any account at its sole discretion, including where Seller has reason to believe the representations in this Section are inaccurate.

All products sold by Theorys Labs are supplied strictly for laboratory and research use only (RUO).

Products are not drugs, foods, cosmetics, dietary supplements, or medical devices. They have not been evaluated or approved by the U.S. Food and Drug Administration for the diagnosis, treatment, cure, or prevention of any disease or condition.

Products are not intended for and may not be used for human or veterinary consumption, ingestion, injection, inhalation, topical application, or any other form of administration to humans or animals under any circumstance.

Buyer expressly acknowledges that any use of products outside the scope described in this Section is a material breach of this Agreement, is undertaken solely at Buyer’s own risk, and is done without the knowledge, consent, or authorization of Seller.

Buyer shall comply with all applicable federal, state, and local laws and regulations governing the purchase, possession, handling, storage, use, and disposal of research materials, and shall obtain any licenses or authorizations required for such activities.

Buyer shall not resell, redistribute, relabel, repackage, or transfer any product to any third party for human or animal use, or represent to any third party that any product is suitable for such use.

Orders are submitted through theoryslabs.com. Submission of an order constitutes an offer to purchase; no order is binding on Seller until Seller confirms acceptance and processes payment.

Seller reserves the right to limit order quantities, correct pricing or description errors, and cancel any order prior to shipment, including after an order confirmation has been issued. Where Seller cancels an order after payment, Seller will refund the amount paid for the cancelled items.

Product availability is not guaranteed. Where an ordered item is unavailable, Seller will notify Buyer and either substitute with Buyer’s consent, backorder, or refund the unavailable item.

Prices are stated in U.S. dollars and are subject to change without notice. The price applicable to an order is the price displayed at the time the order is placed and paid.

Full payment is required at the time of order. Orders are not processed or shipped until payment is received and cleared.

Accepted payment methods are those displayed at checkout. Buyer represents that Buyer is authorized to use the payment method submitted.

Buyer is responsible for all applicable sales, use, or other taxes, which will be calculated and added at checkout where required.

Chargebacks. Buyer agrees to contact Seller at support@theoryslabs.com to resolve any billing or order concern before initiating a chargeback or payment dispute. Buyer acknowledges that initiating a chargeback for an order that was delivered as described constitutes a breach of this Agreement, and Seller reserves the right to recover the disputed amount, associated processing fees, and reasonable costs of collection, and to suspend or terminate Buyer’s account.

Seller ships only within the United States. Seller does not accept or fulfill international orders. Any order placed for delivery outside the United States will be cancelled and refunded.

Shipping estimates are estimates only and are not guaranteed. Seller is not liable for carrier delays, misdelivery, or events outside Seller’s reasonable control.

Risk of loss and title pass to Buyer upon Seller’s delivery of the products to the carrier. Buyer is responsible for filing any claim with the carrier for loss or damage occurring in transit, except as provided in Section 6.

Buyer is responsible for providing an accurate and complete shipping address. Seller is not responsible for orders shipped to an address supplied incorrectly by Buyer.

All sales are final. Seller does not accept returns or exchanges and does not issue refunds for change of mind, incorrect ordering by Buyer, or any reason other than those expressly stated in this Section.

Inspection. Buyer shall inspect all products upon receipt. Any claim under Section 6.3 must be submitted to support@theoryslabs.com within three (3) calendar days of delivery, accompanied by the order number and clear photographic evidence. Claims submitted after this period are waived.

Limited exceptions. Seller will, at its sole option, replace or refund a product where:

• (a) the product arrived with material damage to its outer packaging or primary container; or
• (b) the product materially fails to conform to the identity or purity specification stated on its certificate of analysis for the applicable lot.

Products that have been opened, reconstituted, altered, mishandled, stored outside stated conditions, or transferred to any third party are not eligible under Section 6.3.

Remedies under this Section are Buyer’s sole and exclusive remedies with respect to product condition or conformity.

Seller warrants only that products conform to the identity and purity specifications stated on the certificate of analysis for the applicable lot at the time of shipment.

Seller makes no representation whatsoever regarding the suitability, safety, or efficacy of any product for any application other than laboratory research, and expressly makes no representation regarding suitability for human or animal use.

Buyer is solely responsible for determining the suitability of any product for Buyer’s intended research application and for validating results independently.

Buyer shall indemnify, defend, and hold harmless Seller and its officers, members, employees, agents, and affiliates from and against any and all claims, demands, actions, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• (a) Buyer’s purchase, possession, handling, storage, use, or disposal of any product;
• (b) any use of a product in violation of Section 2, including any administration to a human or animal;
• (c) Buyer’s resale, redistribution, or transfer of any product;
• (d) Buyer’s breach of this Agreement or of any applicable law or regulation; or
• (e) any inaccuracy in the representations Buyer makes under Section 1.

This Section survives termination of this Agreement and closure of Buyer’s account.

The limitations in this Section apply to the fullest extent permitted by applicable law and survive termination of this Agreement.

Seller shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, epidemic or pandemic, labor dispute, government action, carrier failure, supply chain disruption, or utility or communications failure.

All content on theoryslabs.com, including product descriptions, images, text, logos, and the Theorys Labs name and marks, is the property of Seller or its licensors and may not be copied, reproduced, or used without prior written consent.

Nothing in this Agreement grants Buyer any license or right in Seller’s intellectual property.

Buyer shall keep confidential all non-public information provided by Seller, including pricing not publicly displayed, supplier information, and certificates of analysis where marked confidential, and shall not disclose such information without Seller’s prior written consent.

This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute through direct negotiation. Buyer agrees to contact Seller at support@theoryslabs.com and allow thirty (30) days for resolution before commencing any formal proceeding.

Any dispute not resolved under Section 13.2 shall be brought exclusively in the state or federal courts located in Bexar County, Texas, and the Parties consent to the personal jurisdiction and venue of such courts.

Notices to Seller shall be sent to Theorys Labs LLC, 8023 Vantage Dr., Suite 535, San Antonio, TX 78230, with a copy to support@theoryslabs.com.

Notices to Buyer may be sent to the email address associated with Buyer’s account and are deemed received upon transmission.

Entire Agreement. This Agreement, together with any policy expressly incorporated by reference on theoryslabs.com, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings.

Amendment. Seller may modify this Agreement at any time by posting a revised version to theoryslabs.com. Continued use of the site or placement of a new order after posting constitutes acceptance. Material changes will be communicated by email or by notice at checkout where reasonably practicable.

Severability. If any provision is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary or severed, and the remaining provisions shall remain in full force.

No Waiver. Seller’s failure to enforce any provision is not a waiver of its right to enforce that or any other provision.

Assignment. Buyer may not assign this Agreement or any rights under it without Seller’s prior written consent. Seller may assign freely.

Headings. Section headings are for convenience only and do not affect interpretation.