TERMS AND CONDITIONS

1. SCOPE OF THESE TERMS AND CONDITIONS

These Terms and Conditions apply to your access and use of www.udibi.com.mx/ and all other websites and online applications operated by the Development and Research in Bioprocesses Unit, or its affiliates and subsidiaries (collectively, “UDIBI”, “UDIMEB”, or “we”) that link or incorporate these Terms and Conditions (the “Online Services”). Please read these Terms and Conditions carefully. Your access to and use of the Online Services and the information, materials, products, tools, and services available through the Online Services are subject to these Terms and Conditions, whether or not you have an account through the Online Services. The line is linked to your name and/or contact information. By accessing or using the Online Services, you acknowledge that you understand and agree to be bound by these Terms and Conditions. If you do not understand or do not agree to be bounded by these Terms and Conditions, do not access or use the Online Services.

2. PRIVACY STATEMENT

Our Privacy Statement describes how UDIBI collects information about you through the Online Services and how we use, disclose and protect that information.

3. DISCLAIMER OF CONTENT

The Online Services provide information about our company and selected subsidiaries, and the products and services offered by each of them.

While UDIBI attempts to keep all information on the Online Services up to date, the Online Services should not be considered error-free or a complete source of all information on any particular subject. UDIBI makes no warranties or representations as to the accuracy of the content of the Online Services, and assumes no responsibility for any consequences related directly or indirectly to any action or inaction you take based on the information and material on the services online. Your use of the Online Services is subject to any additional disclaimers and warnings that may appear in these Terms and Conditions and on the Online Services. You assume all risk of loss by using the Online Services and the materials contained in the Online Services.

Features and specifications of the products or services described or depicted in the Online Services are subject to change at any time without notice.

4. COPYRIGHTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY

Copyrights, trademarks, patents, and other applicable laws protect the services and materials appearing on the Online Services. All materials on the Online Services may be accessed, downloaded or printed for non-commercial purposes of scientific or educational advancement or within the scope permitted by these Terms and Conditions. No other use of these materials may be made without the express written permission of the UDIBI operators. Any unauthorized use of words or images on the Online Services may violate copyright laws, trademark laws, privacy and publicity laws, and civil and criminal statutes.

The Online Services include material that is derived in whole or in part from copyrighted materials, including the format and layout of the Online Services. Copyright is owned by UDIBI or, for licensed content, the content providers.

The Online Services are the property of UDIBI None of the UDIBI names, trademarks, service marks and logos appearing on the Online Services may be used in any advertising, or in any other way to indicate sponsorship or affiliation of the UDIBI with any product or service, without the express written permission of the operators of the UDIBI. Nothing contained in the Online Services should be construed as granting, by implication, estoppel, waiver or otherwise, any license or right to use any trademark displayed on the Online Services without the written permission of the owners and operators of the UDIBI or of the third party. Trademark owner, if any. The Online Services may contain other proprietary notices and copyright information, the terms of which must be observed and followed.

5. RIGHT TO CHANGE TERMS AND CONDITIONS

UDIBI may, at any time and regularly, change these Terms and Conditions, in whole or in part, and agrees to review these Terms and Conditions periodically. Any changes to these Terms and Conditions will be effective immediately upon posting of the modified Terms and Conditions on the Online Services and by posting notice of the changes to the contact information you have provided to us. You agree to comply with and be bound by the modified Terms and Conditions by continuing to use or access the Online Services after the modified Terms and Conditions are posted on the Online Services, or (ii) if you have a subscription, by not request to cancel your subscription within seven (7) calendar days after receiving notice of the changes as described above.

6. YOUR CONDUCT

You agree to comply with all laws, rules and regulations applicable to your use of the Online Services. In addition, you agree not to:

upload, post, email, transmit or make available any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation ; upload, post, email, transmit or make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or equipment telecommunications; take any action that interferes with the proper working of the Online Services, compromises the security of the Online Services, or otherwise damages the Online Services or any materials and information available through the Online Services; attempt to gain unauthorized access to any portion or feature of the Online Services, any other system or network connected to the Online Services, any of our servers, or any of the services offered on or through the Online Services, including , including but not limited to hacking, password “extraction” or any other unauthorized means; probe, scan or test the vulnerability of the Online Services or any network connected to the Online Services or circumvent authentication measures in the Online Services or any network connected to the Online Services; use any automated means to collect information or content from or otherwise access the Online Services, including, without limitation, through the use of technical tools known as robots, spiders, or scrapers, without our prior permission; harvest or otherwise collect and store information about other users of the Online Services, including email addresses; install any software, files, or code that is not authorized by the user of a computer or mobile device or that takes control of all or part of the processing performed by a computer or mobile device without the authorization of the user of the computer or mobile device; or interfere with or disrupt the operation of the Online Services or the networks of servers connected to the Online Services, or disobey any requirements, procedures, policies or regulations of the networks connected to the Online Services.

7. LINKS TO THE ONLINE SERVICES

You must not link to the Online Services, use the name, trademark, logos of THE UDIBI or refer to the UDIBI in any public communication without first obtaining the prior written consent of the UDIBI.

8. INFORMATION, NEWS AND PRESS RELEASES

The Online Services may contain information about the UDIBI, such as news and press releases. You acknowledge that we have no duty or obligation to maintain the accuracy or update such information, and you agree that your reliance on such information is at your own risk.

9. REGISTRATION AND PASSWORDS

The Online Services may allow or require you to register or obtain a password before allowing you to access certain parts of the Online Services. You acknowledge and agree that you are responsible for maintaining the confidentiality of your Login ID and Password, and for all uses of your Login ID, Password, and/or Account. You agree to notify us immediately of any unauthorized use of your login ID, password, or Account, or any other breach of security involving access to the Online Services through your Account. You acknowledge that you may be held liable for any loss or damage incurred by us or any other person or entity due to someone else using your login ID, password, or Account as a result.

10. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

The Online Services and all materials, information, software, products, tools and services included in or available through the Online services are provided “as is” and “as available” without warranty of any kind, express or implied. UDIBI disclaims all express and implied warranties concerning the Online Services and all materials, information, software, products, tools, and services included in or available through the Online Services, including, without limitation, any implied warranties of merchantability, ease, purpose, and non-infringement. Your use of the Online services is at your own risk. Access to the Online Services may be interrupted and the materials, information, software, products, tools, and services included in or available through the Online Services may not be error-free. Neither UDIBI nor anyone else involved in the creation, production, or delivery of the Online Services or the materials, information, software, products, tools, and services included in or available through the Online Services warrant that the materials, information, software, products, tools, and services included in or available through the Online Services are accurate, reliable, complete, useful, or correct; that the Online services will be available at any particular time or location; that any defects or errors will be corrected; or that the Online services are free of viruses or other harmful components. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

Under no circumstances will UDIBI or anyone else involved in the creation, production or delivery of the Online Services or the materials, information, software, products, tools and services included in or available through the Online services be responsible for any direct services , indirect, incidental, punitive, special or consequential damages of any kind, including loss of data, arising out of or in any way related to the use or inability to use the Online Services. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or other legal theory, even if we have been advised of the possibility of such damages. If some jurisdictions do not allow the exclusion or limitation of damages to the extent stated above, our liability in such jurisdictions will be limited to the maximum extent permitted by law. You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement and the Online Services will not be provided to you without such limitations.

11. INDEMNIFICATION

You agree to indemnify, defend and hold harmless UDIBI and its affiliates, subsidiaries, employees, officers, directors, agents, contractors, employees, insurers and representatives from any liability, loss, claim, demand, damage, judgment and expense (including reasonable attorneys’ fees and expenses) arising out of or related to your violation of these Terms and Conditions or your use or misuse of the Online Services.

12. UDIBI PRODUCTS

12.1 Warranty

UDIBI guarantees that its products will conform to the published or attached standard specifications, provided that its products are used following the instructions provided by UDIBI. Subject to the preceding sentence and except as otherwise expressly stated herein, UDIBI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER concerning THE GOODS. , whether they are used alone or in combination with any other material.

12.2 Limitation of liability

Immediately after receiving each shipment of the products, the buyer will inspect them. Any claim for missing or returned products must be made in writing within five (5) business days after receipt of said goods by the buyer. All other claims for whatever reason must be made in writing and received by UDIBI within fifteen (15) days after the buyer becomes aware of the facts on which said claim is based, but in no event later than sixty ( 60) days after the buyer has received or not received the goods, in respect of which such claim is made. The failure of UDIBI to receive written notice of such claim within the applicable period shall be deemed an absolute and unconditional waiver by Buyer of such claim. BUYER’S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES, AND UDIBI’S TOTAL LIABILITY FOR ANY LOSS AND DAMAGE ARISING FROM ANY CAUSE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE GOODS CONCERNING SUCH CAUSE OR, AT UDIBI’S OPTION, THE REPAIR OR REPLACEMENT OF SUCH GOODS, AND IN NO EVENT SHALL UDIBI BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES FOR ANY DAMAGE. UDIBI will not be responsible, and the buyer assumes responsibility for, all personal injuries and property damages related to the handling, transportation, possession, processing, subsequent manufacture or other use or resale of the products, whether the goods are used alone or in combination with any other material. The products should not be used by humans. Absent any express written agreement to the contrary, products sold by UDIBI are for Research Use Only (RUO), for the exclusive use of the purchaser, and are not to be resold. The buyer must receive written authorization from UDIBI before returning any product or receive payment for the transportation costs of returning the said product. The buyer will not accept a damaged or short shipment until the carrier has made a “damage” or “shortage” notation on both the buyer’s copy and the carrier’s copy of the freight bill. If UDIBI provides technical or other advice to Buyer, whether at Buyer’s request or not, regarding the processing, further manufacture, other use or resale of the products, UDIBI shall not be liable and Buyer bears all risk. of such advice and the results thereof.

12.3 Ordering, billing, payment and price adjustments

UDIBI reserves the right to accept or reject any purchase order made by the buyer. Depending on its size and/or content, UDIBI reserves the right to demand partial or total advance payment before delivery of the product. Once received by UDIBI, the purchaser has no right to unilaterally modify or cancel unless UDIBI agrees in writing to modify or cancel said purchase order. At the time of delivery of the products or later, UDIBI will invoice the buyer for the quantity and type of products delivered. UDIBI is not responsible for any loss or damage during shipment and all responsibility for loss or damage passes to the buyer when the goods are picked up by the buyer’s carrier. Ownership of the products will pass to the buyer once UDIBI delivers the products to the carrier, subject to the limitations provided in these terms and conditions. The price and payment terms specified herein may be revised at any time by written notice to the buyer. Buyer may pay by check, credit card, money order, or wire transfer at the Buyer’s discretion. The buyer will be responsible for paying the bank fees in the issuance of any payment.

12.4 Shipments

Transportation, shipping and handling charges are paid in advance and added to the invoice. Any increase in the freight, shipping or handling rates paid by UDIBI on shipments covered by this contract and hereafter in effect and any government taxes or charges or increase thereof may increase the cost to UDIBI of producing, selling or delivering the goods or purchase the materials used in them. The Buyer is solely responsible for any applicable sales, use or similar tax and must indemnify UDIBI for said tax if the Buyer does not pay it correctly.

12.5 Delivery delays

Deliveries may be suspended by either party in the event of: acts of God, war, riot, fire, explosion, accident, flood, sabotage, labor dispute; lack of adequate fuel, power, raw materials, labor, containers, or means of transportation; compliance with governmental requests, laws, regulations, orders or actions or any other event, whether or not of the kind or kind listed herein, that makes the manufacture, transportation, acceptance or use of a consignment of the goods impracticable or of a material on which the manufacture of the goods depends. Deliveries suspended or not made because of this section will be canceled without liability, but this contract will not be affected otherwise.

12.6 Prohibition of resale/transfer

In the absence of express written agreement, all products are sold by UDIBI for the exclusive use of the purchaser and are not to be resold, transferred or transported, in whole or in part, to any other party.

12.7 Indemnification by the buyer

Buyer will hold harmless, indemnify and defend (at UDIBI’s request) UDIBI for any and all damages, liabilities, costs and expenses (including costs of litigation, including but not limited to attorneys’ fees and any other costs and expense), penalties or losses in connection with any actual or threatened claim, action, demand, investigation or suit, including, without limitation, third party claims or suits, arising out of any of the following: (a) buyer’s negligence or intentional acts, or those of its employees and / or agents, (b) said products are altered by persons who do not belong to UDIBI (c) in the event that the buyer modifies, or combines any good or product that is not UDIBI , any of the Products purchased from UDIBI, and such modification or combination results in actual or alleged infringement of any intellectual property rights of any third party, (d) of products produced by UDIBI d e in accordance with Buyer’s specifications or (e) Buyer’s breach of any provision of these Terms.

13. SEVERABILITY

If any provision of these Terms and Conditions is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms and Conditions will remain in full force and effect. Any provision of these Terms and Conditions found to be invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of these Terms and Conditions with a valid and enforceable provision that will accomplish, to the extent possible, the economic, commercial, and other purposes of such invalid or unenforceable provision.

14. APPLICABLE LAW

These Terms and Conditions and the resolution of any dispute related to these Terms and Conditions shall be construed following the laws of the State of Delaware. Any dispute between UDIBI and you related to these Terms and Conditions will be resolved exclusively by the state and federal courts of Mexico.

The Online Services can be accessed from Mexico and other countries. Since the laws of each state or country may differ, you agree that the statutes and laws of Mexico, without regard to any principles of conflicts of laws, will apply to all matters related to your access or use of the Online Services.

UDIBI makes no representation that material on the Online Services is appropriate or available for use in other locations, and access to this information from territories where the content is illegal is prohibited. Those who choose to access the Online Services from other locations do so on their initiative and are responsible for compliance with local laws.

15. TERMINATION

These Terms and Conditions are effective unless and until modified as indicated above, or terminated, at any time, by UDIBI.

These Terms and Conditions were last updated on: 08/03/2022