Terms & Conditions of Sale

Impello Biosciences, Inc.

1. ACCEPTANCE OF TERMS 

   
   By issuing a Purchase Order, requesting delivery of goods or services (the “Products”), or accepting delivery of Products, Customer expressly agrees to these terms. These terms supersede any conflicting terms in a Customer's Purchase Order or procurement document unless specifically agreed to in writing by Impello Biosciences, Inc (the “Company”).
   
   
   
2. PAYMENT TERMS & FINANCE CHARGES
   
   Payments will be considered timely delivered if funds are made available to the Company by the invoiced payment term due date. Finance charges of 1% per month (12% per annum) will begin accruing on any invoice remaining unpaid 30 days from the original invoiced due date. Accounts with outstanding balances will be sent to collections on the 90th day past due. Customer shall be responsible for all costs of collection, including reasonable attorneys’ fees and court costs.
   
   Payments may be made to the Company via credit card (through the provided invoice payment link), ACH, wire transfer, or check payable to Impello Biosciences, Inc., 815 14th St SW, A160-26, Loveland, CO 80537, as detailed on the separate document titled “Impello Biosciences – Payment Method.pdf”. Payment will be deemed received when funds are made available to Impello. All payments must be made in U.S. dollars. Any bank, wire transfer, ACH, or intermediary fees associated with the transmission of payment are the sole responsibility of the Customer, and the Company must receive the full invoiced amount net of any such fees.
   
   All prices quoted by the Company are valid only for the period stated on the applicable quotation or price list. The Company reserves the right to adjust prices upon written notice to Customer. Orders placed after a price change takes effect will be invoiced at the updated price. All prices are exclusive of applicable sales, use, excise, value-added, and other taxes or governmental charges. Customer is responsible for all such taxes and charges, except where Customer provides a valid tax exemption certificate or other documentation acceptable to the Company prior to submitting the applicable Purchase Order. Tax-exempt status will not be applied retroactively to orders placed before receipt of valid exemption documentation.
   
   
   
3. SHIPPING, HANDLING & RISK OF LOSS
   
   Shipping and handling costs are the responsibility of the Customer and will be added to the invoice for each order. Unless otherwise specified, all shipments are FCA Loveland, Colorado (Incoterms 2020). Risk of loss or damage passes to the Customer upon delivery to the carrier. Shipment will be made as soon as possible upon confirmed receipt of a written purchase order or payment when required. Delivery dates are estimates only and are not a guarantee of a particular delivery date. Choice of shipping carrier is at the sole discretion of Impello, but Impello may agree to a Customer request for a specific carrier. Impello shall not be liable for delays due to causes beyond its reasonable control (Force Majeure), nor for damage caused by the shipping carrier after delivery to the carrier. For international shipments, unless otherwise agreed in writing, the terms shall be FCA Loveland, Colorado (Incoterms 2020) and Customer shall additionally be responsible for all duties, taxes, customs brokerage fees, and import charges. Impello shall have no obligation to ship partial orders and may hold shipments until full payment is received.
   
   
4. INSPECTION, CLAIMS, RETURNS & CANCELLATIONS
   
   Customer must inspect all goods upon receipt. Claims for shortages or defects must be submitted in writing within 10 business days of delivery; otherwise, goods are deemed accepted. All product returns must be processed through Impello’s standard Return Authorization process, which is shared with customers upon request. No product may be returned, and no credit will be issued, without a valid Return Authorization approved prior to return of the product. Orders for standard, regularlystocked products cancelled after acceptance of the order by the Company and prior to shipment are subject to a 20% restocking fee. Custom or special-order items are non-cancelable and non-refundable once a Purchase Order has been submitted by the Customer to the Company. In all cases, Customer remains liable for any shipping, handling, or freight costs already incurred by the Company on the cancelled order.
   
   
   
5. WARRANTIES & REPRESENTATIONS
   
   Impello warrants that the Products will conform to the specifications provided on the Product labels. THE FOREGOING WARRANTY IS IMPELLO’S SOLE WARRANTY WITH RESPECT TO THE PRODUCTS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. IMPELLO’S LIABILITY FOR BREACH OF WARRANTY IS LIMITED SOLELY TO THE REPLACEMENT OF DEFECTIVE PRODUCTS, WHICH SHALL BE RETURNED TO IMPELLO’S WAREHOUSE IN LOVELAND, COLORADO, TRANSPORTATION CHARGES PREPAID BY CUSTOMER. UNDER NO CIRCUMSTANCES WILL IMPELLO BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL IMPELLO’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM. THE FOREGOING WARRANTIES AND REMEDIES SHALL NOT APPLY TO PRODUCTS THAT HAVE BEEN MISUSED, IMPROPERLY STORED, MIXED WITH OTHER PRODUCTS NOT SUPPLIED BY IMPELLO, OR APPLIED CONTRARY TO LABEL DIRECTIONS. FAILURE TO GIVE NOTICE OF A WARRANTY CLAIM WITHIN THIRTY (30) DAYS FROM THE DATE OF DELIVERY SHALL CONSTITUTE A WAIVER OF ALL CLAIMS WITH RESPECT TO SUCH PRODUCTS.
   
   If applicable, and unless otherwise agreed upon by the Company in a separate written agreement, Customer represents that it will resell the Products only in the original containers as supplied by Impello and will make no false or misleading claims regarding the Products.
   
   
   
6. CONFIDENTIALITY
   
   This Agreement, including all terms and prices, is deemed confidential and shall not be disclosed to any person, including any employee, agent, or third party, except as necessary for purposes of this Agreement and only after such person(s) have agreed in writing to keep the information confidential. If compelled by law or court order, either party may disclose confidential information provided reasonable prior notice is given to the other party, unless a court forbids such notice.
   
   
7. INDEMNITY
   
   Except as otherwise specified herein, Impello and Customer each agree to indemnify, defend, and hold harmless the other party from and against any losses, damages, or costs, including reasonable attorney fees, to the extent such liabilities arise out of that party’s breach of its obligations under this Agreement and/or that party’s negligence or willful misconduct. Customer shall additionally indemnify, defend, and hold harmless Impello from and against any claims, losses, damages, or costs arising out of Customer’s misuse, misapplication, or misrepresentation of the Products.
   
   
8. GOVERNING LAW, SEVERABILITY & JURISDICTION
   
   This Agreement shall be governed by the laws of the State of Colorado without regard to conflicts of law provisions. If any provision is determined to be invalid, it shall be deemed omitted and the balance of the Agreement shall remain enforceable. Customer consents to the jurisdiction of the State and Federal courts located within Colorado with respect to any matter related to this Agreement.
   
   
9. RETENTION OF TITLE
   
   Title to all Products shall remain with the Company until payment in full has been received. Customer grants to the Company a purchase money security interest (PMSI) in all Products sold under this Agreement and all proceeds thereof, to secure payment of the purchase price. Customer authorizes the Company to file any financing statements or other documents necessary to perfect such security interest under the Uniform Commercial Code.
   
   
10. REGULATORY COMPLIANCE
    
    Customer shall use, handle, store, transport, and resell all Products in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including all label directions and restrictions. Customer shall obtain all permits, licenses, and registrations required for its purchase, use, and resale of the Products.
    
    
    
11. FORCE MAJEURE
    
    The Company shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, labor disputes, supply chain disruptions, raw material shortages, governmental actions or regulations, transportation delays, or utility failures. In such event, the Company’s performance obligations shall be suspended for the duration of the force majeure event, and delivery dates shall be extended accordingly.
    
    
    
12. ASSIGNMENT
    
    Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the Company. Any attempted assignment without such consent shall be void. The Company may assign this Agreement freely without restriction.
    
    
    
13. SUSPENSION OF SALES & SURVIVAL
    
    The Company reserves the right, in its sole discretion, to refuse any order, suspend shipments, revoke credit terms, or require prepayment at any time, including but not limited to circumstances in which Customer has failed to make timely payment, breached any provision of this Agreement, become insolvent, or filed for bankruptcy. The provisions of Sections 5, 6, 7, 8, 9, 10, 14, and 15 shall survive the completion, expiration, or termination of any transaction governed by this Agreement.
    
    
    
14. WAIVER
    
    The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce that provision or any other provision in the future. No waiver shall be effective unless made in writing and signed by the waiving party.
    
    
    
15. ENTIRE AGREEMENT 
    
    This Agreement expresses the entire understanding of the parties and supersedes any and all prior understandings, representations, and agreements. No modification or amendment to terms of this Agreement is valid or binding unless made in writing and signed by both parties.