1. TIPTAP LABS, LLC

SALES TERMS AND CONDITIONS

These Sales Terms and Conditions (“Terms”) govern quotations, orders, sales, shipments, services, support activities, online transactions, and other commercial transactions between TipTap Labs, LLC, doing business as TipTap (“TipTap,” “we,” “us,” or “our”) and the purchaser identified in the applicable quotation, order, purchase order, invoice, online transaction, or other ordering document (“Customer”).

These Terms apply to laboratory consumables, specialty and automation consumables, pipette tips, robotic tips, compatible accessories, special-order products, Customer-specific products, samples where applicable, related support, and other products or services supplied by TipTap (“Products” and “Services”).

TipTap supplies Products and Services primarily for commercial, institutional, research, clinical, diagnostic, industrial, and professional laboratory use. Products are not offered as consumer goods.

1. ACCEPTANCE OF TERMS

Customer accepts and agrees to these Terms by:

accepting or electronically approving a TipTap quotation;
signing a quotation or order;
submitting a purchase order referencing a TipTap quotation;
making payment;
directing TipTap to proceed with an order;
placing an authorized online order where available;
accepting delivery of Products;
using Products or Services; or
otherwise entering into a commercial transaction with TipTap.

TipTap’s acceptance of any Customer order is expressly conditioned upon Customer’s acceptance of these Terms.

Additional, inconsistent, or different terms contained in Customer purchase orders, procurement portals, vendor documents, acknowledgments, correspondence, standard terms, or similar Customer documents are rejected unless TipTap expressly accepts them in a written agreement signed by an authorized representative of TipTap.

Performance, shipment, acceptance of payment, or other conduct by TipTap does not constitute acceptance of conflicting Customer terms.

2. ORDER OF PRECEDENCE

If transaction documents conflict, the following order controls:

a separately negotiated written agreement signed by an authorized TipTap representative;
Product-specific or transaction-specific terms expressly stated in an accepted TipTap quotation, statement of work, supply agreement, or order acknowledgment;
an applicable TipTap Product-specific written warranty;
these Terms; and
Customer purchase orders solely for administrative information such as Product number, quantity, billing address, shipping address, and requested delivery date.

Customer procurement terms do not supersede these Terms unless expressly accepted in writing by an authorized TipTap representative.

3. QUOTATIONS

Unless otherwise stated, TipTap quotations are valid for thirty (30) days from the date issued.

Quotations are subject to:

Product availability;
supplier availability;
credit approval where credit is requested;
applicable laws and regulations;
manufacturing or sourcing availability;
freight and logistics conditions;
changes in tariffs, duties, taxes, or governmental charges;
force majeure events; and
other reasonable commercial considerations.

TipTap may correct typographical, clerical, pricing, compatibility, or Product-description errors before accepting an order.

A quotation does not obligate TipTap to supply Product until the resulting order is accepted by TipTap.

4. ORDERS

All orders are subject to TipTap acceptance.

TipTap may reject, suspend, or cancel an order before shipment if:

pricing or Product information contains an error;
Product becomes unavailable;
Customer fails applicable credit requirements;
Customer has overdue balances;
supplier or manufacturing conditions materially change;
the transaction presents legal, sanctions, export-control, credit, or compliance concerns;
Customer fails to provide required information; or
fulfillment becomes commercially impracticable.

Estimated production, shipment, service, and delivery dates are estimates unless TipTap expressly guarantees a date in writing.

5. PRICING

Customer shall pay the prices shown on the applicable TipTap quotation, accepted order, authorized website transaction, or invoice.

Unless expressly stated otherwise, prices exclude:

shipping;
freight;
handling;
insurance;
customs duties;
tariffs;
brokerage charges;
taxes;
import or export charges; and
other governmental or third-party charges.

TipTap may adjust pricing for future orders based on supplier pricing, freight costs, tariffs, currency fluctuations, manufacturing costs, raw-material costs, market conditions, or other commercial considerations.

Pricing already accepted for a specific order will not be changed except where expressly permitted by the quotation or applicable agreement.

6. TAXES

Customer is responsible for applicable sales, use, excise, value-added, import, export, withholding, customs, and similar taxes or governmental charges arising from the transaction, other than taxes based solely on TipTap’s net income.

If Customer claims a tax exemption, Customer must provide valid exemption documentation acceptable to TipTap.

7. PAYMENT

Payment is due according to the payment terms stated on the applicable quotation, accepted order, or invoice.

Net 30 terms are available only upon TipTap’s credit approval. Net 30 is not an automatic default when a quotation, order, or invoice is silent.

TipTap may require:

payment in advance;
deposits;
credit-card payment;
ACH or wire transfer;
progress payments;
payment before shipment; or
other payment arrangements,

based upon Customer credit, order size, Product type, special-order status, or other commercial considerations.

Past-due amounts may accrue interest at the lesser of:

1.5% per month or the maximum rate permitted by applicable law.

Customer may not withhold, deduct, offset, or recoup amounts owed to TipTap based on any disputed or unrelated claim unless TipTap expressly agrees in writing.

TipTap may suspend shipments, credit privileges, future orders, or other nonmandatory performance if Customer is delinquent.

8. CREDIT

Credit terms, including Net 30, are subject to approval and may be modified, reduced, suspended, or withdrawn based on payment history, creditworthiness, financial condition, order volume, business conditions, or other commercially reasonable factors.

TipTap may request reasonable financial information before extending or continuing credit.

9. SHIPPING AND DELIVERY

Unless otherwise expressly stated in writing, shipments are FOB SHIPPING POINT.

Risk of loss or damage passes to Customer when Products are delivered by TipTap or its fulfillment provider to the commercial carrier.

TipTap may arrange transportation as a convenience to Customer without assuming risk of loss during transit.

Customer is responsible for:

providing accurate shipping information;
maintaining appropriate receiving capabilities;
ensuring someone is available to receive Products when required;
promptly inspecting shipments; and
complying with applicable carrier claim requirements.

Partial shipments are permitted and may be invoiced separately.

10. SHIPPING DAMAGE

Customer must inspect shipping containers promptly upon receipt.

Claims involving visible shipping damage, missing packages, shortages, or other obvious shipping nonconformities must be reported to TipTap within five (5) business days after delivery and, where applicable, must also be reported to the carrier in accordance with applicable carrier claim requirements.

Customer should preserve shipping cartons, packing materials, labels, photographs, tracking documentation, and affected Product while the claim is reviewed.

11. INSPECTION AND ACCEPTANCE

Customer shall inspect Products promptly following delivery.

Claims that Products are incorrect, visibly damaged, short-shipped, incorrectly packaged, or otherwise visibly nonconforming must be submitted to TipTap in writing within five (5) business days after delivery.

Except for valid warranty claims involving latent defects, Products are deemed accepted if Customer fails to provide timely written notice.

Customer’s delay in unpacking, testing, validating, qualifying, deploying, or using Product does not postpone Customer’s inspection obligation, acceptance, or payment obligations.

The five-business-day requirement does not eliminate otherwise valid latent-defect warranty rights.

12. RETURNS

All sales are final unless TipTap expressly authorizes a return in writing.

Returns are reviewed case by case and accepted solely at TipTap’s discretion. Unopened stocked Product does not carry an automatic return right.

No Product may be returned without prior written approval and issuance of a Return Material Authorization (“RMA”).

Issuance of an RMA does not itself guarantee a refund, replacement, exchange, or credit.

TipTap will determine the appropriate resolution after reviewing the circumstances and, where applicable, inspecting the Product.

Products returned without authorization may be refused or returned to Customer at Customer’s expense.

Customer inventory planning, excess inventory, over-ordering, reduced demand, project cancellation, workflow change, funding change, or Products no longer needed do not create an automatic return right.

13. NONRETURNABLE PRODUCTS

Products are nonreturnable or generally nonreturnable unless TipTap expressly agrees otherwise in writing where they are:

opened;
used;
partially used;
altered;
contaminated;
damaged after delivery;
sterile;
temperature-sensitive;
subject to expiration;
subject to controlled storage requirements;
insufficient in remaining shelf life for ordinary resale; or
otherwise not reasonably resalable as new.

Products that are custom-manufactured, custom-packaged, private-label, Customer-specific, modified, configured, imported, reserved, or specially sourced for Customer are also generally nonreturnable.

A Product is not treated as special-order merely because it is not ordinarily stocked. The quotation, order documentation, sourcing circumstances, or written Customer-specific commitment must support that classification.

14. RESTOCKING AND RETURN CREDITS

If TipTap elects to accept a return not caused by TipTap error or a covered Product defect, TipTap may impose a reasonable restocking or handling charge.

Any refund or credit may be reduced for:

freight;
inspection;
testing;
repackaging;
handling;
depreciation;
reduced shelf life;
diminished resale value;
administrative expenses;
supplier charges; and
other reasonable return-related costs.

No fixed restocking percentage applies unless stated in the applicable quotation, order document, or written RMA authorization.

Approved credits may be issued as Customer account credit rather than cash refund at TipTap’s discretion.

Except where TipTap determines that Product was defective, damaged before applicable risk transferred, or shipped in error, Customer is responsible for return freight, packaging, insurance, handling, and associated costs.

15. SPECIAL ORDERS

Special-order and Customer-specific Products are final sale, noncancelable, and nonreturnable once accepted unless TipTap expressly agrees otherwise in writing.

Special-order treatment may apply to Products:

custom manufactured;
custom packaged;
private labeled;
modified;
configured;
imported;
reserved;
sourced specifically for Customer;
produced to Customer-requested quantities or formats;
subject to supplier minimum quantities undertaken for Customer; or
otherwise identified in transaction documentation as special order.

A Product is not automatically treated as special-order solely because it is non-stock.

16. CUSTOMER-SPECIFIC, CUSTOM-PACKAGED, FORECAST-BASED, AND STANDING-ORDER PRODUCTS

Products may be manufactured, packaged, labeled, configured, sourced, imported, stocked, or otherwise prepared specifically for Customer based on Customer specifications, forecasts, historical purchasing, standing orders, anticipated workflows, usage estimates, requested packaging, or similar information.

These Products may include Customer-specific pack sizes, labels, configurations, inventory held specifically for Customer, dedicated components or materials, or Product sourced or imported to support Customer requirements.

17. CUSTOMER FORECASTS AND TIPTAP RELIANCE

Where Customer provides forecasts, standing orders, anticipated usage, testing volumes, purchasing estimates, workflow information, or similar planning data, TipTap may reasonably rely on that information in making procurement, inventory, packaging, import, warehousing, freight, and supply-chain commitments.

Customer shall provide forecasts in good faith and promptly notify TipTap of material changes in anticipated requirements.

18. FIRM PLANNING PERIOD

Unless a different period is stated in a TipTap quotation, supply agreement, standing order, or other written document, the first twelve (12) weeks of Customer’s forecast constitute the Firm Planning Period.

Quantities within the Firm Planning Period are considered committed for supply-chain planning purposes.

Customer may not cancel or materially reduce quantities within the Firm Planning Period without TipTap’s prior written agreement.

Certain Products may require a longer Firm Planning Period due to:

manufacturing lead times;
international sourcing;
raw-material requirements;
supplier minimums;
custom packaging;
component availability;
freight or shipping requirements;
importation requirements; or
other supply-chain considerations.

Where TipTap specifies a longer Firm Planning Period in writing, the specified period controls.

19. SUPPLY-CONTINUITY AND SAFETY-STOCK ALLOWANCE

To support continuity of supply and protect Customer against:

demand fluctuations;
manufacturing variability;
supplier delays;
freight delays;
import delays;
unexpected usage increases;
manufacturing interruptions; and
other supply-chain risks,

Customer authorizes TipTap to procure, manufacture, package, reserve, or maintain Customer-specific Product inventory of up to ten percent (10%) above Customer’s reasonably forecasted requirements during the applicable Firm Planning Period, unless another amount is agreed in writing.

This additional quantity constitutes reasonable supply-continuity or safety-stock inventory maintained for Customer’s benefit.

20. CHANGES, REDUCTIONS, AND DISCONTINUATION OF CUSTOMER-SPECIFIC PRODUCT PROGRAMS

Customer must provide TipTap no less than twelve (12) weeks’ prior written notice before:

discontinuing a Customer-specific Product;
terminating a standing order;
discontinuing recurring purchases;
discontinuing custom packaging;
terminating a forecast-based supply program; or
materially reducing anticipated Product requirements,

unless another notice period is stated in writing.

Unless circumstances reasonably indicate otherwise, a reduction of more than twenty percent (20%) from Customer’s then-current forecast or normal purchasing level may be considered a material reduction.

Providing notice does not eliminate Customer’s responsibility for Product, inventory, work in process, production commitments, supplier commitments, materials, or costs already undertaken by TipTap before sufficient notice was received.

21. CUSTOMER RESPONSIBILITY FOR COMMITTED INVENTORY

If Customer cancels, terminates, materially reduces, suspends, or otherwise changes Customer-specific Product requirements, Customer remains responsible for inventory and supply-chain commitments reasonably undertaken by TipTap on Customer’s behalf.

This may include:

finished Customer-specific Product held for Customer;
Customer-specific Product already manufactured but not delivered;
work in process;
Product scheduled for manufacturing;
Product scheduled for packaging;
Customer-specific packaging;
Customer-specific labels;
inserts, cartons, containers, or packaging materials;
raw materials acquired specifically for Customer;
components acquired specifically for Customer;
Product in transit;
supplier purchase orders that cannot reasonably be canceled;
minimum manufacturing quantities;
committed production runs;
import charges;
freight charges;
customs or brokerage expenses;
storage expenses;
other nonrecoverable costs incurred specifically for Customer; and
reasonable supply-continuity inventory produced or procured pursuant to the applicable safety-stock allowance.

TipTap may, at its option:

complete production and invoice Customer for finished Product; or
invoice Customer for reasonable nonrecoverable costs associated with work in process, dedicated materials, supplier commitments, freight, packaging, manufacturing, and other Customer-specific obligations.

22. DETERMINING CUSTOMER’S PLANNING REQUIREMENT

Where a current written forecast exists, the most recent forecast reasonably accepted and relied upon by TipTap may be used to determine Customer’s applicable planning requirement.

Where no current written forecast exists, TipTap may determine reasonable anticipated requirements using:

recent purchasing history;
standing orders;
communicated workflow requirements;
previous forecasts;
anticipated testing volumes; or
other reasonable indicators of normal usage.

Unless circumstances reasonably require another period, TipTap may use Customer’s average weekly purchasing volume during the immediately preceding twelve (12) weeks as the normal weekly requirement for supply-chain planning.

TipTap will not intentionally create commercially unreasonable quantities of Customer-specific inventory unrelated to Customer forecasts, historical purchasing levels, standing orders, communicated requirements, or reasonable supply-chain needs.

23. RELATIONSHIP-BASED ASSISTANCE WITH EXCESS INVENTORY

TipTap understands that laboratory workflows and testing volumes may change.

When Customer requirements materially change, TipTap may work with Customer in good faith to identify reasonable ways to reduce or utilize remaining inventory or manage a transition.

Possible accommodations may include:

alternative applications;
phased delivery;
revised delivery schedules;
revised ordering schedules;
future consumption;
alternate packaging;
transfer to another eligible Customer;
resale opportunities;
repurposing; or
other commercially reasonable arrangements.

Such assistance is voluntary and does not create a return right, refund obligation, credit entitlement, repurchase obligation, resale obligation, guaranteed timeline, or continuing duty.

TipTap does not guarantee that Customer-specific or excess inventory can be returned, canceled, resold, transferred, repurposed, exchanged, credited, or otherwise recovered.

24. ORDER CANCELLATION

Customer may not cancel an accepted order without TipTap’s prior written approval.

Special-order and Customer-specific Products are noncancelable once accepted unless TipTap expressly agrees otherwise in writing.

For other accepted orders, TipTap may condition cancellation upon reimbursement of:

supplier commitments;
raw-material commitments;
sourcing costs;
manufacturing expenses;
packaging expenses;
administrative costs;
freight;
import charges;
customs charges;
restocking expenses; and
other reasonable costs incurred in reliance upon Customer’s order.

25. PRODUCT SPECIFICATIONS AND CHANGES

TipTap or the applicable Product manufacturer may make reasonable changes to:

Product design;
components;
packaging;
labeling;
sourcing;
manufacturing processes; or
specifications

where such changes do not materially impair the applicable documented Product function or written specification.

Photographs, website images, illustrations, estimated dimensions, marketing materials, descriptions, and similar materials are provided for general information and do not create independent warranties.

26. CUSTOMER RESPONSIBILITY FOR PRODUCT SELECTION, COMPATIBILITY, AND USE

Customer is responsible for providing accurate information regarding its:

instrument;
manufacturer;
model;
configuration;
head or adapter;
workflow;
application;
required volume;
current Product or OEM/source part number; and
other relevant setup information.

The TipTap finder and compatibility information are intended to help identify potentially appropriate Products based on documented or confirmed information.

Appearance of a Product, instrument, model, OEM reference, or configuration in the finder does not by itself create a warranty of universal compatibility or suitability for every laboratory setup.

Where TipTap identifies compatibility as documented or confirmed for a specific configuration, that representation applies to the documented or confirmed scope and is not negated by this section.

Customer is responsible for confirming that the Product is appropriate for Customer’s actual configuration, workflow, application, laboratory requirements, regulatory environment, and intended use.

Third-party manufacturer names, instrument names, platform names, and OEM/source part numbers may be used for identification or compatibility reference. Such references do not imply sponsorship, affiliation, or authorization unless expressly stated.

Compatibility may be affected by:

instrument generation;
installed head;
adapter;
hardware or firmware revision;
rack or carrier configuration;
manufacturer changes;
laboratory modifications; or
other setup differences.

Customer-entered information, including unlisted instruments, unsure configurations, custom requirements, and raw OEM/source part numbers, may require confirmation before TipTap can make a definitive Product recommendation.

TipTap does not warrant unsupported or unverified configurations merely because Customer submits them through the finder.

Recommendations, compatibility discussions, application assistance, or technical guidance do not transfer Customer’s responsibility for validating suitability for its specific workflow.

27. INSTRUMENTATION INSTALLATION — RESERVED FOR FUTURE SCOPE

The current TipTap launch scope is laboratory consumables and related Product support.

TipTap is not offering instrument installation services as part of this consumables-only launch.

If TipTap later offers instrumentation, installation, commissioning, or related services, applicable terms must be separately adopted or stated in the relevant quotation or agreement.

28. INSTRUMENT SITE READINESS — RESERVED FOR FUTURE SCOPE

No instrument site-readiness service or obligation is included in the current consumables-only TipTap launch.

Any future instrument site-readiness obligations must be addressed in applicable Product documentation, quotation, service terms, or agreement.

29. INSTRUMENT VALIDATION AND REGULATORY RESPONSIBILITY — RESERVED FOR FUTURE SCOPE

The current TipTap launch does not include instrument validation, IQ/OQ/PQ, commissioning, laboratory certification, method validation, or similar instrumentation Services.

Customer remains responsible under Section 26 and other applicable provisions for determining whether purchased consumables and Customer workflows are suitable for Customer’s intended use.

30. INSTRUMENT WARRANTY — RESERVED FOR FUTURE SCOPE

TipTap is not establishing an instrument-warranty program in these Terms for the current consumables-only launch.

Any future instrument warranty must be expressly stated in applicable Product documentation, quotation, or separate written warranty.

31. INSTRUMENT TROUBLESHOOTING — RESERVED FOR FUTURE SCOPE

No instrumentation troubleshooting, depot repair, field service, or replacement program is established by these Terms for the current consumables-only launch.

This section does not limit ordinary consumable Product-support communications.

32. INSTRUMENT WARRANTY EXCLUSIONS — RESERVED FOR FUTURE SCOPE

Because no instrument warranty is established for the current consumables-only launch, instrumentation-specific warranty exclusions are not incorporated as current TipTap warranty terms.

Applicable consumable warranty exclusions are addressed below.

33. INSTRUMENT SERVICE, REPAIR, AND DECONTAMINATION — RESERVED FOR FUTURE SCOPE

TipTap is not offering instrument repair, depot service, field service, or equipment decontamination services as part of the current consumables-only launch.

Nothing in this section creates such a Service.

34. TIPTAP-BRANDED AND PRIVATE-LABEL CONSUMABLE WARRANTY

Unless otherwise stated in applicable Product documentation, TipTap warrants that TipTap-branded and TipTap private-label consumables, including Products manufactured by third parties for TipTap, will materially conform to applicable written specifications at shipment and, where an expiration date is stated, through that expiration date when properly transported, stored, handled, and used according to applicable instructions.

TipTap does not warrant performance affected by:

improper storage;
improper handling;
user error;
incompatible instrumentation;
incompatible materials;
contamination;
degradation following opening;
use after expiration;
unsupported configuration; or
use outside applicable Product instructions.

For a valid claim, TipTap may elect replacement, credit, or refund as applicable.

35. THIRD-PARTY-BRANDED PRODUCTS

Products bearing a third-party manufacturer’s brand and supplied or resold by TipTap are subject to the applicable manufacturer warranty, if any.

To the extent legally permitted and transferable, TipTap may pass through available manufacturer warranty rights.

TipTap does not provide an additional independent warranty for third-party-branded Products unless expressly stated in writing.

36. DISCLAIMER OF WARRANTIES

Except for express limited warranties specifically provided in these Terms, an applicable TipTap quotation, or a Product-specific written warranty, Products and Services are provided “as is” and “with all faults.”

To the maximum extent permitted by law, TipTap disclaims all other warranties and representations, express or implied, statutory or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or warranties arising from course of dealing, course of performance, usage of trade, or prior communication.

TipTap does not warrant that Products will be error-free, operate without interruption, achieve a particular Customer result, prevent all failures, satisfy Customer-specific regulatory requirements, or be suitable for a particular application not expressly warranted in writing.

No employee, sales representative, distributor, contractor, or agent may create or modify a TipTap warranty unless expressly authorized in writing by TipTap.

37. EXCLUSIVE REMEDIES

The remedies expressly provided in these Terms are Customer’s sole and exclusive remedies for defective or nonconforming Products or Services to the maximum extent permitted by law.

TipTap may elect:

repair where applicable;
replacement;
re-performance where applicable;
credit; or
refund

as appropriate.

38. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIPTAP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

This exclusion includes, without limitation:

lost profits;
lost revenue;
lost business;
lost goodwill;
lost production;
lost use;
lost data;
lost specimens;
lost samples;
repeat testing;
lost test results;
wasted reagents;
wasted consumables;
labor costs;
patient-testing capacity;
laboratory downtime;
turnaround-time losses;
contractual penalties;
Customer penalties;
third-party penalties;
cost of substitute testing;
cost of substitute equipment;
recollection costs;
business interruption;
loss of contracts; or
loss of business opportunity.

This applies even if TipTap has been advised that such damages may occur.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIPTAP’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO A PRODUCT, SERVICE, ORDER, OR TRANSACTION SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO TIPTAP FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

These limitations apply regardless of whether the claim is based on contract, warranty, negligence, strict liability, tort, indemnity, statute, or another theory of liability, except where applicable law expressly prohibits such limitation.

39. LABORATORY CONTINUITY AND BACKUP RESPONSIBILITY

Customer acknowledges that laboratory instrumentation, consumables, supply chains, and testing workflows may occasionally experience interruption.

Customer is responsible for maintaining reasonable contingency plans appropriate to Customer’s operations, which may include alternate suppliers, appropriate safety stock, backup methods, and other continuity measures.

TipTap is not responsible for Customer’s failure to maintain reasonable operational contingency plans.

40. CUSTOMER INDEMNIFICATION

To the extent permitted by law, Customer shall defend, indemnify, and hold harmless TipTap Labs, LLC and its affiliates, officers, employees, agents, contractors, suppliers, and representatives from third-party claims, damages, liabilities, judgments, penalties, costs, and reasonable attorneys’ fees arising from or relating to:

Customer use or misuse of Products;
Customer storage of Products;
Customer transportation of Products;
Customer installation or operation of Customer equipment;
Customer modification;
Customer disposal;
laboratory testing;
specimens;
patient services;
diagnostic decisions;
interpretation or reporting of results;
violation of Product instructions;
violation of applicable law;
regulatory violations;
Customer-created methods;
Customer-created workflows;
Customer-created protocols;
third-party integrations;
failure to perform validation;
failure to perform verification;
failure to perform quality control;
failure to perform maintenance;
failure to maintain appropriate conditions;
failure to train personnel;
Customer negligence; or
Customer willful misconduct.

This provision does not require Customer to indemnify TipTap for claims finally determined to have resulted solely from TipTap’s gross negligence or willful misconduct to the extent such liability cannot lawfully be allocated otherwise.

41. PATIENT INFORMATION AND PROTECTED HEALTH INFORMATION

Routine TipTap sales, quote, support, warranty, return, shipping, website, and email channels are not intended for transmission of patient-identifying information or protected health information (“PHI”).

Customer shall not transmit:

patient names;
dates of birth;
medical record numbers;
patient identifiers;
identifiable test results; or
other PHI

through ordinary:

email;
website forms;
finder notes;
quote requests;
support communications;
photographs;
screenshots; or
similar routine channels.

Customer is responsible for de-identifying information before providing it to TipTap.

If a particular TipTap Service requires receipt of PHI, that activity must be separately authorized in writing and, where required, governed by an appropriate Business Associate Agreement or other applicable data-protection agreement before PHI is transferred.

42. SOFTWARE AND FIRMWARE — RESERVED FOR FUTURE SCOPE

TipTap is not offering proprietary software or firmware as part of the current consumables-only launch.

Third-party software or firmware associated with Customer-owned instruments remains subject to the applicable manufacturer or licensor terms.

If TipTap later supplies proprietary software, firmware, or software-enabled Services, applicable license and use terms must be separately adopted.

43. INTELLECTUAL PROPERTY

No Product sale transfers ownership of:

patents;
trademarks;
copyrights;
trade secrets;
software;
designs;
documentation;
know-how; or
other intellectual property.

TipTap names, marks, logos, compatibility data, proprietary materials, and other TipTap intellectual property may not be used except with authorization or as otherwise permitted by law.

Third-party manufacturer names, Product names, and OEM/source references remain the property of their respective owners.

44. CONFIDENTIAL INFORMATION

Nonpublic TipTap information, including confidential pricing, quotations, technical information, proprietary compatibility information, supplier information, commercial strategies, supply-chain information, and other proprietary business information shall be treated as confidential and used only for the applicable transaction or commercial relationship.

45. COMPLIANCE WITH LAW

Customer shall comply with applicable laws relating to:

purchase;
import;
export;
storage;
handling;
laboratory use;
transportation;
resale;
transfer;
sanctions;
export controls;
anti-bribery;
regulatory use; and
disposal

of Products.

TipTap may refuse, suspend, or cancel transactions reasonably believed to violate applicable law or regulatory requirements.

46. FORCE MAJEURE

TipTap is not liable for delay or failure caused by circumstances beyond its reasonable control.

Such circumstances may include:

natural disasters;
severe weather;
epidemic or pandemic conditions;
war;
terrorism;
civil disturbance;
governmental action;
embargo;
sanctions;
labor disputes;
cyber incidents;
utility interruption;
transportation interruption;
port congestion;
freight disruption;
carrier failures;
raw-material shortages;
component shortages;
manufacturing disruption;
supplier delays;
import restrictions;
export restrictions; or
similar events.

During shortages, TipTap may reasonably allocate available Product among Customers.

47. SUPPLY INTERRUPTIONS

TipTap will use commercially reasonable efforts to fulfill accepted orders but does not guarantee uninterrupted availability of every Product unless expressly stated in a written supply agreement.

TipTap may:

substitute shipping locations;
use alternate carriers;
adjust production or sourcing sequencing;
allocate inventory;
modify delivery schedules; or
take other commercially reasonable actions

in response to supply interruptions.

48. PRODUCT RECORDS AND TRANSACTION HISTORY

TipTap may maintain reasonable business records relating to Products, quotations, orders, shipments, returns, warranty matters, compatibility discussions, and support interactions as permitted by law and applicable privacy obligations.

49. RESALE AND DISTRIBUTION

Purchase of Product does not automatically grant Customer authorization to act as a TipTap distributor, reseller, representative, or agent.

Customer may not represent itself as an authorized TipTap distributor or representative without written authorization.

50. NO AGENCY OR PARTNERSHIP

Nothing in these Terms creates a partnership, joint venture, agency, franchise, fiduciary relationship, or employment relationship between TipTap and Customer.

Neither party has authority to bind the other except as expressly agreed in writing.

51. ASSIGNMENT

Customer may not assign an order, warranty, or rights under these Terms without TipTap’s prior written consent.

TipTap may assign its rights or obligations to an affiliate, successor, acquiring entity, purchaser of substantially all relevant assets, or other successor in connection with a corporate transaction.

52. NO WAIVER

Failure by TipTap to enforce a provision on one occasion does not waive TipTap’s right to enforce that provision or another provision in the future.

A waiver must be in writing and applies only to the specific matter expressly identified.

53. SEVERABILITY

If a provision is found invalid or unenforceable, it shall be enforced to the maximum extent legally permitted.

The remaining provisions remain in full force and effect.

54. GOVERNING LAW

These Terms and all transactions between Customer and TipTap shall be governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

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

55. VENUE AND JURISDICTION

Customer irrevocably consents to exclusive jurisdiction and venue in:

the appropriate state courts located in Fulton County, Georgia; and
the United States District Court for the Northern District of Georgia, Atlanta Division,

for disputes arising from or relating to these Terms, Products, Services, or Customer’s commercial relationship with TipTap.

56. JURY TRIAL WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIPTAP AND CUSTOMER EACH KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THESE TERMS, PRODUCTS, SERVICES, ORDERS, OR THE PARTIES’ COMMERCIAL RELATIONSHIP.

57. TIME LIMIT FOR CLAIMS

To the maximum extent permitted by applicable law, any action arising from or relating to the sale of Products or Services must be commenced within one (1) year after the claim accrues, or such longer minimum period as applicable law requires.

58. COLLECTION COSTS

Customer shall reimburse TipTap for reasonable costs incurred collecting valid past-due amounts, including:

collection expenses;
court costs; and
reasonable attorneys’ fees

to the extent permitted by applicable law and subject to any legally required notices or procedures.

59. ELECTRONIC COMMUNICATIONS AND ACCEPTANCE

Customer agrees that electronic:

quotations;
signatures;
approvals;
purchase orders;
order acknowledgments;
invoices;
notices; and
communications

may be used in connection with transactions with TipTap.

Electronic acceptance of a quotation or other transaction document has the same effect as written acceptance to the extent permitted by law.

60. ENTIRE AGREEMENT

These Terms, together with the applicable:

TipTap quotation;
order acknowledgment;
Product-specific warranty;
statement of work;
supply agreement;
invoice; and
separately signed written agreement

constitute the agreement governing the applicable transaction.

Customer acknowledges that it has not relied upon representations, promises, guarantees, or statements not contained in the applicable written agreement.

61. CHANGES TO THESE TERMS

TipTap may update these Terms from time to time.

The version in effect when TipTap accepts the applicable order governs that order unless the parties expressly agree otherwise in writing.

Updates apply prospectively and do not retroactively modify completed transactions.

TipTap may retain archived versions of prior Terms for recordkeeping purposes.

62. WEBSITE TERMS AND QUOTATION INCORPORATION

These Sales Terms and Conditions may be published on the TipTap website and incorporated by reference into:

quotations;
purchase transactions;
order acknowledgments;
invoices;
authorized online orders;
standing orders;
supply arrangements; and
other commercial documents.

Acceptance of a quotation referencing these Terms constitutes acceptance of these Terms.

Product-specific or transaction-specific provisions appearing directly on a TipTap quotation control over these general Terms to the extent of a direct conflict.

The TipTap finder assists with identifying Customer requirements and documented or confirmed compatibility information but does not expand an express warranty beyond its stated scope.

63. CONTACT

Questions regarding Products, quotations, orders, support, warranty, returns, shipping, privacy, or these Terms may be directed to the applicable TipTap functional address:

General: hello@tiptap.co
Quotes: quotes@tiptap.co
Sales: sales@tiptap.co
Orders / POs: orders@tiptap.co
Support: support@tiptap.co
Accounting: accounting@tiptap.co
Returns: returns@tiptap.co
Samples: samples@tiptap.co
Shipping: shipping@tiptap.co
Privacy: privacy@tiptap.co

The temporary technical routing of certain website submissions to a monitored TipTap mailbox during launch does not change these public functional-address assignments.

CUSTOMER ACKNOWLEDGMENT

By accepting a TipTap quotation, submitting a purchase order referencing a TipTap quotation, placing an authorized order, making payment, accepting delivery, or otherwise directing TipTap to proceed, Customer acknowledges that Customer has had an opportunity to review and agrees to these Terms.

TIPTAP’S ACCEPTANCE OF CUSTOMER’S ORDER IS EXPRESSLY CONDITIONED UPON CUSTOMER’S ACCEPTANCE OF THESE TERMS.