Terms and Conditions

Effective Date: 2026-07-01 Last Updated: 2026-07-01

These Terms and Conditions ("Terms") govern your access to www.biosb.com (the "Site") and all purchases of products and services from Bio SB, Inc. ("Bio SB," "we," "us," or "our"), regardless of how the order is placed — through the Site, by purchase order sent to our order processing team, by email, by telephone, through a customer or vendor portal, by EDI, or by any other means.

These Terms apply to all buyers purchasing Bio SB products for their own use, subject to Section 7.

Part A governs use of the Site and applies to Site users. Part B governs the sale of products and services and applies to every order through every channel. Part C contains general legal provisions applying to both.

Please read Section 13 carefully. Bio SB products carry specific labeled intended uses. Some are in-vitro diagnostic products, some are analyte specific reagents restricted to certain laboratories, and some are labeled for research use only and may not be used in diagnostic procedures. You are responsible for using each product only as labeled.

PART A — WEBSITE TERMS OF USE

1. Acceptance and Eligibility

By accessing the Site, creating an account, or placing an order, you agree to these Terms. If you do not agree, do not use the Site.

The Site is intended for laboratory, scientific, medical, and procurement professionals acting on behalf of an institution — including clinical laboratories, hospitals, universities, research institutions, and pathology practices. The Site is not directed to consumers or to the general public, and Bio SB does not sell products for personal, family, or household use.

If you are using the Site on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to both you and that organization.

You must be at least 18 years old to create an account.

2. Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately at sales@biosb.com of any unauthorized use.

You agree to provide accurate, current, and complete registration information, including your institution and professional role, and to keep it updated. Bio SB may verify your institutional affiliation and laboratory certifications before accepting orders for certain products, and may suspend or terminate accounts that provide inaccurate information or that we reasonably believe are being used in violation of these Terms.

3. Intellectual Property

The Site and its contents — including text, product descriptions, protocols, application notes, catalogs, images, data, logos, and software — are owned by Bio SB or its licensors and are protected by copyright, trademark, and other laws. "Bio SB," the Bio SB logo, "TintoStainer," and other product names are trademarks of Bio SB.

You may view, download, and print Site content for your internal professional and laboratory use only. You may not:

Reproduce, republish, or redistribute Site content commercially
Use Bio SB trademarks without prior written permission
Scrape, harvest, or systematically extract data or catalog content, including by automated means
Use Site content to develop, market, or support a competing product
Reverse engineer or attempt to derive the composition, structure, or sequence of any product
Circumvent security features or access non-public areas of the Site
Interfere with the operation of the Site or transmit malicious code

4. Product Information, Protocols, and Technical Content

Product descriptions, specifications, protocols, staining guidance, application notes, and other technical content on the Site are provided for informational purposes to qualified professionals. Bio SB works to keep this information accurate, but:

In the event of any discrepancies, the package insert or instructions for use controls and supersedes any Site content
Protocols and suggested dilutions are starting points only and must be optimized and validated by the end user for that user's specimens, fixation, instrumentation, and laboratory conditions
Site content is not medical advice and must not be used to diagnose, treat, or make patient management decisions

5. Feedback

If you send us suggestions, ideas, or feedback about our products or the Site, you grant Bio SB a perpetual, worldwide, royalty-free license to use it without restriction or compensation. Do not send us confidential information you do not want us to use.

6. Third-Party Links

The Site links to third-party websites, including distributor sites and our social media pages. We do not control and are not responsible for their content, products, or practices.

PART B — TERMS OF SALE

7. Scope, Channels, Precedence, and Customer Categories

7.1 Scope and Channels

These Terms apply to every quotation, order, acceptance, and sale of Bio SB products and services, however the order is transmitted. The channel through which you order does not change the terms that apply.

Bio SB references these Terms on its quotations, order acknowledgments, invoices, and packing documentation, and makes them available at [INSERT URL]. By submitting an order through any channel, or by accepting delivery of product, you agree to these Terms.

7.2 Order of Precedence

Where documents conflict, the following order controls:

A signed master supply, distribution, or quality agreement between you and Bio SB
A signed customer account agreement or credit agreement
Supplemental Terms applicable to a particular product or service
A written Bio SB quotation, to the extent of its specific terms
These Terms
Your purchase order or other buyer-issued document

Supplemental Terms. Certain products and services carry additional terms not set out here — for example, limited use label licenses, instrument service agreements, software license terms, and terms applicable to hazardous or temperature-controlled shipments. Supplemental Terms may be referenced in a quotation, provided with the product, posted on the Site, or supplied on request, and they form part of the agreement for that product or service.

7.3 Buyer Terms Rejected

Your purchase order terms do not apply. Bio SB expressly objects to and rejects any additional, different, or conflicting term contained in your purchase order, vendor portal, supplier agreement, terms of purchase, or any other buyer-issued document, whenever provided.

Bio SB's acceptance of any order is expressly made conditional on your assent to these Terms. Bio SB's acknowledgment, confirmation, invoicing, or fulfillment of an order — and any reference to your purchase order number for administrative convenience — does not constitute acceptance of your terms, does not modify these Terms, and does not waive this Section.

If a court determines that a contract was formed by conduct rather than by exchange of matching writings, the parties agree that these Terms constitute the terms of that contract, and in particular that Sections 13, 15, 16, 17, 18, and 23 apply.

[REVIEW ITEM — this is the most important operational point in the document. See notes. A rejection clause alone is not reliable protection against a buyer's conflicting form. The durable fix is to obtain signed assent once, up front, through a customer account or credit agreement that incorporates these Terms, so that every later PO is governed regardless of its content. Ask counsel to pair this section with that onboarding document.]

7.4 Buyers Covered

These Terms govern direct purchases by end-user customers — laboratories, hospitals, universities, research institutions, and pathology practices buying Bio SB products for their own use. Resale, transfer, redistribution, private labeling, and rebranding are prohibited under Section 13.5.

Any arrangement permitting resale or distribution of Bio SB products exists only under a separate signed written agreement. No purchase order, volume of purchases, course of dealing, or listing in any Bio SB directory creates resale or distribution rights. Where such an agreement exists, it controls over these Terms to the extent of any conflict, as provided in Section 7.2.

8. Quotations, Orders, and Acceptance

Quotations are valid for 30 days unless stated otherwise and are not offers capable of acceptance where they contain manifest error.

An order means any request to purchase product or services submitted through the Site, by purchase order, email, telephone, portal, EDI, or otherwise. Every order is an offer to purchase on these Terms.

A contract forms only when Bio SB expressly accepts the order in writing or ships the product. Site order confirmations and automated acknowledgments acknowledge receipt but do not constitute acceptance. Acceptance is subject in every case to Section 7.3.

Bio SB may decline or cancel any order, in whole or in part, including where:

The product is not available or has been discontinued
There is an error in price, description, or availability
We cannot verify your institutional eligibility for a restricted product (see Section 13)
You are seeking to purchase for resale, distribution, private labeling, or rebranding without a separate signed written agreement with Bio SB
Export control, sanctions, or denied-party screening prevents the sale
Your account is past due

Pricing errors. If a product is listed or quoted at an incorrect price, Bio SB may cancel the order and refund any amount charged, even after confirmation.

9. Prices, Taxes, and Payment

Prices are in U.S. dollars unless stated otherwise and exclude taxes, duties, shipping, insurance, and handling.

Prices exclude all sales, use, VAT, GST, excise, customs, and similar taxes and duties, which are your responsibility unless you provide a valid exemption certificate.

Payment terms are prepayment, or net 30 days from invoice for approved credit accounts. Bio SB may require prepayment, a letter of credit, or credit approval, and may modify or revoke credit terms at any time.

Late amounts accrue interest at 3.5% per month or the maximum permitted by law, whichever is lower, and you are responsible for reasonable collection costs and attorneys' fees. You may not withhold or offset payment on account of any claim.

Price adjustment. Prices are those in effect on the date Bio SB accepts your order.

Suspension for nonpayment. If any amount is past due, Bio SB may withhold shipment, suspend performance of services, or change payment terms for undelivered product, in addition to any other remedy.

10. Shipping, Title, and Risk of Loss

Domestic (U.S.) shipments: FOB Origin, Bio SB's Santa Barbara facility. Title and risk of loss pass to you upon delivery to the carrier.

International shipments: FOB Origin, Bio SB's Santa Barbara facility. Title and risk of loss pass to you upon delivery to the carrier unless otherwise agreed in writing.

Delivery dates are estimates and are not guaranteed. Bio SB is not liable for delay, and delay does not entitle you to cancel.

Partial shipments. Bio SB may ship your order in installments and invoice each installment separately. You will pay for each installment when due, whether it completes your order or not.

Lot quantities and allocation. For certain products, Bio SB may require purchase of a full lot. Where supply of a product or of a raw material is constrained — including constraints affecting animal-derived source material, antibody production, or single-source components — Bio SB may allocate available supply among its customers, affiliates, and distributors in the manner it reasonably determines, without liability for any resulting shortfall or delay.

Cold chain and storage. Many Bio SB products are temperature-sensitive. Upon receipt you must promptly inspect the shipment, verify that cold-chain packaging is intact, and immediately transfer products to the storage conditions stated on the label. Failure to do so voids the warranty in Section 15.

Inspection and shortage claims. You must inspect all shipments and notify Bio SB in writing of any shortage, visible damage, or non-conformity within 3 days of delivery. Claims not made within that period are waived. Concealed damage claims must be supported by carrier documentation.

11. Returns

Returns require a Return Material Authorization (RMA) issued by Bio SB in advance. Products returned without an RMA may be refused. Custom, made-to-order, opened, or temperature-compromised products are generally non-returnable.

Returned product must be in its original packaging with the original label intact and unaltered. Because of biosafety and cold-chain considerations, Bio SB may inspect product at your site and may direct you to dispose of it in accordance with applicable regulations rather than return it; where Bio SB does so, any credit is determined as if the product had been returned. Title to returned product passes to Bio SB on acceptance at the facility we designate. Returned products are subject to a 25% stocking fee and shipping charges.

12. Cancellation and Changes

Orders may not be cancelled or modified after acceptance without Bio SB's written consent. Bio SB may impose a restocking or cancellation charge of 25% for accepted cancellations, and custom or made-to-order items are non-cancellable.

13. Product Classification, Intended Use, and Use Restrictions

This section is fundamental to the contract. Read it before ordering.

Bio SB products fall into different regulatory categories, each with different permitted uses. The category applicable to a given product is stated on its label, package insert, and instructions for use. The labeling controls.

13.1 In-Vitro Diagnostic (IVD) Products

Products labeled for in-vitro diagnostic use may be used only in accordance with the intended use statement in the package insert, by qualified professional personnel, in a laboratory qualified to perform the relevant testing. You must follow the instructions for use, including specimen requirements, controls, and interpretation guidance.

13.2 Analyte Specific Reagents (ASRs)

Products labeled as Analyte Specific Reagents are regulated under 21 CFR 864.4020, and their distribution is restricted under 21 CFR 809.30. By ordering an ASR you represent and warrant that you are, or are ordering on behalf of, a laboratory certified under CLIA to perform high-complexity testing, or another entity permitted to receive ASRs under applicable law.

Bio SB has not established analytical or clinical performance characteristics for ASRs. Where an ASR is used in a laboratory-developed test, you are solely responsible for establishing performance characteristics, validating the assay, and complying with CLIA and applicable state requirements. Any test result generated must carry the disclaimers required by 21 CFR 809.30.

Bio SB may require documentation of CLIA certification before shipping ASRs, and may refuse or cancel orders where eligibility cannot be verified.

13.3 Research Use Only (RUO) Products

Products labeled "For Research Use Only. Not for use in diagnostic procedures." are supplied for laboratory research only.

You agree that RUO products will not be used:

To diagnose, prevent, treat, or monitor disease in humans or animals
To generate results reported for clinical or patient-management purposes
As a component of any test performed on patient specimens for clinical purposes
In any application requiring regulatory clearance, approval, certification, or registration

RUO products have not been evaluated by FDA or any other regulatory authority for safety or efficacy, and no performance characteristics have been established.

13.4 Laboratory-Developed Tests

If you incorporate any Bio SB product into a laboratory-developed test or any modified or off-label application, you become responsible for that assay in its entirety, including design, validation, verification, performance characteristics, quality control, personnel competency, result interpretation, reporting, and compliance with CLIA, CAP, state law, and any applicable non-U.S. requirements. Bio SB makes no representation that any product is suitable for such use, and Section 15's warranty does not extend to it.

13.5 General Use Restrictions

You may not:

Use any product outside its labeled intended use
Relabel, repackage, private-label, rebrand, or otherwise alter any product or its labeling
Resell, transfer, or distribute any product except as expressly authorized under a separate signed written agreement with Bio SB
Reverse engineer, sequence, clone, or attempt to determine the composition or structure of any antibody or reagent
Use any product to develop or manufacture a competing product
Use any product in humans or animals, or in any therapeutic, prophylactic, or in-vivo application

13.6 Trained Personnel and Safety

Products are supplied for use by qualified laboratory professionals only. You are responsible for reviewing the applicable Safety Data Sheet before use, for training personnel, for appropriate personal protective equipment, and for handling and disposing of products and biological specimens in accordance with applicable safety and environmental law. Certain products contain hazardous components — including preservatives such as sodium azide — and must be handled accordingly.

14. Limited Use License and Intellectual Property

Sale of a product conveys to the buyer a non-transferable, non-exclusive right to use that specific quantity of the product, in accordance with its labeling and these Terms. No other right or license is granted, expressly or by implication, estoppel, or otherwise, under any patent, trademark, copyright, trade secret, or other intellectual property of Bio SB or its licensors.

In particular, no right is conveyed to resell, sublicense, distribute, or transfer the product, or to use it to provide services to third parties, without Bio SB's prior written consent.

Certain products may be supplied under license from third parties and may carry additional use restrictions stated in the product labeling. Those restrictions are incorporated into these Terms.

15. Limited Warranty

Bio SB warrants that, at the time of shipment, each product will:

Conform in all material respects to the specifications in its published instructions for use, and
Be free from defects in material and workmanship

Warranty period. For reagents, antibodies, control slides, and consumables: through the expiration date stated on the product label, provided the product has been stored and handled per the label. For instruments: 12 months from the date of delivery or installation, whichever is later.

Exclusive remedy. Your sole and exclusive remedy, and Bio SB's entire liability, for breach of this warranty is, at Bio SB's option, replacement of the non-conforming product, repair (for instruments), or refund of the purchase price paid. Warranty claims must be submitted in writing during the warranty period and are subject to Bio SB's verification, which may require return of the product and supporting data.

This warranty does not apply where the product has been: stored or handled outside labeled conditions; used beyond its expiration date; used outside its labeled intended use; modified, diluted, relabeled, or combined with other materials not specified by Bio SB; damaged after risk of loss passed; used with unsuitable specimens, fixation protocols, or instrumentation; or used by untrained personnel or otherwise contrary to the instructions for use.

Instruments are additionally excluded from warranty where damage results from improper site preparation, electrical supply problems, unauthorized service or modification, use of non-approved reagents or parts, or failure to perform required preventive maintenance.

16. Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 15, BIO SB DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

BIO SB DOES NOT WARRANT THAT ANY PRODUCT WILL PRODUCE ANY PARTICULAR STAINING, SENSITIVITY, SPECIFICITY, OR DIAGNOSTIC RESULT IN YOUR LABORATORY. Performance depends on factors outside our control, including specimen collection, fixation, processing, antigen retrieval, instrumentation, protocol, and interpretation. You are solely responsible for validating each product in your own laboratory before use.

The Site is provided "as is" and "as available," without warranty of any kind.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) BIO SB WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE PRODUCTS, LOSS OF SPECIMENS, COST OF RETESTING, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO THESE TERMS OR ANY PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY.

(b) BIO SB'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT OR ORDER WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM.

(c) These limitations apply regardless of the theory of liability — contract, warranty, tort, strict liability, or otherwise — and survive any failure of essential purpose of any limited remedy.

(d) Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud, or for willful injury to the person or property of another under California Civil Code § 1668.

18. Product Complaints and Adverse Event Reporting

This obligation is material to Bio SB's regulatory compliance.

You agree to notify Bio SB promptly when becoming aware, of:

Any product complaint, malfunction, or failure to meet specifications
Any event where a Bio SB product may have caused or contributed to a death or serious injury, or where a recurrence could do so. This MUST be communicated within 24hrs of becoming aware.
Any inquiry, inspection observation, or communication from a regulatory authority concerning a Bio SB product

Notify us at technical@biosb.com. Provide the product name, catalog number, and lot number, along with a description of the issue — but do not send patient-identifiable information unless Bio SB specifically requests it and an appropriate agreement is in place.

You agree to cooperate reasonably with Bio SB's complaint investigations, field corrective actions, and recalls, including by identifying affected lots, quarantining product, and notifying downstream users where you have distributed product.

19. Regulatory Status Outside the United States

Bio SB products are registered, cleared, or approved in different jurisdictions to different extents. A product's regulatory status in the United States does not indicate its status anywhere else.

If you are located outside the United States, or are exporting or reselling product, you are responsible for determining and complying with the regulatory requirements of the destination country, including product registration, import licensing, labeling and language requirements, and post-market vigilance reporting. You may not sell, import, or use a Bio SB product in any jurisdiction where doing so would require a registration or approval that is not in place.

20. Export Control and Sanctions

Products, software, and technical data supplied by Bio SB are subject to U.S. export control laws, including the Export Administration Regulations, and to economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control.

You represent, warrant, and agree that you will not export, re-export, transfer, or divert any product, directly or indirectly:

To any country, region, entity, or individual subject to U.S. sanctions or embargo
To any party listed on the Denied Persons List, Entity List, Unverified List, Specially Designated Nationals List, or any comparable restricted-party list
For any prohibited end use, including any use connected to chemical, biological, or nuclear weapons
In violation of any applicable export control or sanctions law of the United States or any other jurisdiction

You will obtain any required export or import licenses. Bio SB may refuse, suspend, or cancel any order or shipment that it believes may violate these laws, without liability.

21. Instruments, Software, and Services

Installation and acceptance. Where Bio SB or its authorized agent performs installation, you are responsible for site preparation — including space, power, ventilation, drainage, and network requirements — per Bio SB's site preparation guide. Acceptance occurs upon successful completion of installation qualification or 3 days after delivery, whichever is earlier.

Software license. Instrument control is licensed, not sold. Where software is supplied with its own license terms, those terms control; otherwise this Section applies. Bio SB grants you a non-exclusive, non-transferable license to use the software solely to operate the instrument with which it was supplied. You may not copy (except for backup), modify, decompile, reverse engineer, or distribute the software, or use it on any other instrument. Your use of any third-party or open-source components is subject to their respective license terms. Updates and upgrades are provided subject to these same restrictions unless accompanied by separate terms. The license terminates with these Terms or upon transfer of the instrument, and may not be transferred separately from the instrument.

Service. On-site and remote service is provided under Bio SB's then-current service terms or a separate service agreement. Where Bio SB personnel enter your facility, you will provide safe access and inform them of applicable safety hazards and site rules.

Consumables and parts. Use of non-Bio SB reagents, parts, or consumables in a Bio SB instrument may void the warranty in Section 15 and may affect performance.

22. Compliance with Law

Each party will comply with all applicable laws in connection with these Terms, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the federal Anti-Kickback Statute, and comparable anti-corruption and healthcare compliance laws. Neither party will offer or provide anything of value to induce the purchase, order, or recommendation of any product in violation of such laws.

23. Indemnification

You will indemnify, defend, and hold harmless Bio SB and its officers, directors, employees, and agents from and against any claim, loss, liability, damage, cost, and expense (including reasonable attorneys' fees) arising out of or relating to:

Your use of any product outside its labeled intended use, or in any laboratory-developed, modified, or off-label application
Your validation, performance, interpretation, or reporting of any test using a Bio SB product
Your breach of these Terms, including Sections 13, 19, and 20
Your negligence or willful misconduct
Any claim by a patient or third party arising from a diagnostic or clinical decision made using results you generated

24. Force Majeure

Bio SB is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disaster, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, government action, export restriction, utility or transportation failure, cyberattack, or shortage or failure of supply of raw materials, components, or animal-derived source material.

PART C — GENERAL PROVISIONS

25. Confidentiality

Bio SB may disclose non-public information to you in connection with quotations, pricing, discounts and rebates, product specifications and formulations, development plans, validation data, and business operations ("Confidential Information"). You will keep Confidential Information in confidence, use it only for the purpose of evaluating or using Bio SB products, and not disclose it to third parties without our prior written consent. You will not use Confidential Information to file or prosecute any patent application.

This obligation does not apply to information that is or becomes public through no fault of yours, that you already lawfully possessed without a duty of confidence, that you independently develop without reference to our Confidential Information, or that you rightfully receive from a third party free of restriction. You may disclose Confidential Information where legally compelled, provided you give Bio SB prompt notice and reasonable cooperation to seek protective treatment.

On request, you will return or destroy Confidential Information. Because damages may be inadequate, Bio SB is entitled to seek injunctive relief for breach of this Section.

Pricing. Bio SB quotations, discount schedules, and negotiated pricing are Confidential Information and may not be shared with third parties, including group purchasing organizations, competitors, or other customers, without our written consent.

26. Publicity and Use of Name

Neither party may use the other's name, trademarks, or logos in advertising, marketing, press releases, customer lists, or other public materials without prior written consent.

27. Term, Suspension, and Termination

Bio SB may suspend or terminate your Site access, your account, or any accepted order — in whole or in part, and without liability — on written notice if you:

Fail to pay any amount when due
Breach any provision of these Terms, including Sections 13, 19, 20, and 25
Cannot be verified as eligible to receive a restricted product
Become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy, receivership, or reorganization proceedings
Are or become subject to export control or sanctions restrictions

Termination does not relieve you of the obligation to pay for product shipped or services performed. On termination, all outstanding amounts become immediately due.

Survival. Sections 3, 4, 5, 13, 14, 15, 16, 17, 18, 19, 20, 22, 23, and 25 through 36 survive termination or expiration.

28. Governing Law

These Terms and any dispute arising out of or relating to them or to any product are governed by the laws of the State of California, without regard to its conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply and is expressly excluded.

29. Dispute Resolution

Informal resolution. Before initiating any proceeding, the parties will attempt in good faith to resolve the dispute through discussions between senior representatives for at least 30 days after written notice.

[SELECT ONE — see notes]

Arbitration. Any dispute not resolved informally will be finally settled by binding arbitration administered by [JAMS / AAA / ICC] under its then-current commercial rules, before one arbitrator, seated in Santa Barbara County, California, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect intellectual property or confidential information.

Waiver of jury trial and class actions. To the extent permitted by law, each party waives any right to a jury trial and agrees that disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding.

Time limit. Any claim must be brought within one (1) year after the cause of action accrues, or it is permanently barred.

30. Notices

Notices to Bio SB must be in writing and sent by courier with tracking, or by registered or certified mail, to: Bio SB, Inc., Attn: Legal, 5385 Hollister Avenue, Building 8, #108, Santa Barbara, CA 93111, U.S.A., with a copy to legal@biosb.com. Notices to you may be sent to the email or address on your account.

31. Assignment

You may not assign these Terms or any order without Bio SB's prior written consent, including by operation of law or change of control. Bio SB may assign freely, including to an affiliate or in connection with a sale of the business. Any prohibited assignment is void, and no assignment relieves you of your obligations.

32. Independent Contractors; No Third-Party Beneficiaries

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other.

These Terms are for the benefit of the parties and their permitted successors and assigns only. No other person or entity — including any patient, downstream user, or payer — has any right or remedy under these Terms.

33. Data Protection

Bio SB processes personal information, including the business contact details of your personnel, to perform these Terms, manage the customer relationship, and meet its regulatory obligations. That processing is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Where either party processes personal data subject to the EU or UK General Data Protection Regulation in connection with these Terms, the parties will enter into any data processing terms or transfer mechanism required by applicable law.

34. Severability, Waiver, Amendment, and Entire Agreement

If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, or severed, and the remainder will continue in effect in that and every other jurisdiction. No failure or delay in exercising a right waives it, and no waiver is effective unless in writing and signed by an authorized Bio SB representative.

Except for changes made under Section 35, these Terms may be amended only by a writing signed by authorized representatives of both parties.

Together with any signed agreement, applicable Supplemental Terms, applicable quotation, product labeling and instructions for use, our Privacy Policy, and our Return Policy, these Terms are the entire agreement between the parties regarding their subject matter and supersede all prior discussions, representations, and understandings.

35. Changes to These Terms

Bio SB may modify these Terms at any time by posting a revised version with an updated "Last Updated" date. Changes apply prospectively to orders placed after the effective date. The version in effect at the time Bio SB accepts your order governs that order. Print or save a copy of these Terms when you place an order.

36. Contact

Bio SB, Inc. 5385 Hollister Avenue, Building 8, #108 Santa Barbara, CA 93111, U.S.A.

Email: sales@biosb.com U.S. & Canada: +1 (800) 561-1145 International: +1 (805) 692-2768