Ember Molecular – Terms & Conditions of Sale

These Terms & Conditions (“Terms”) apply to all purchases made from Ember Molecular (“Ember Molecular,” “we,” “us,” or “our”). By placing an order, you acknowledge that you have read, understand, and agree to be bound by these Terms. Any additional or conflicting terms submitted by the purchaser (“Customer,” “you”) are expressly rejected and have no force or effect unless approved by Ember Molecular in writing.

1. Acceptance of Orders

All orders are subject to acceptance by Ember Molecular. We reserve the right to refuse, cancel, or limit any order at our sole discretion, including but not limited to cases of suspected misuse, inability to verify payment, or concerns regarding Customer’s ability to comply with these Terms.

All products are sold strictly for laboratory, in-vitro research use only. They are not for human or animal consumption, clinical use, diagnostic use, or any other unauthorized application.

2. Changes & Cancellations

Once an order is submitted:

• Changes may only be made with prior written approval from Ember Molecular.

• Approved changes may require revised pricing, lead time adjustments, or additional fees.

• Cancellations are not permitted unless expressly authorized in writing.

• If cancellation is approved, Customer is responsible for all costs incurred, including (but not limited to) manufacturing, packaging, materials, shipping, and third-party supplier fees.

A cost statement issued by an authorized representative of Ember Molecular will be considered conclusive and binding.

We reserve the right to cancel any order, fully or partially, in the event of Customer breach, insolvency, bankruptcy, or any circumstance causing reasonable doubt regarding Customer’s ability to pay.

3. Delivery & Inspection

Delivery occurs when Products are transferred to the shipping carrier at Ember Molecular’s facility. At that moment:

• Risk of loss transfers to Customer.

• Ember Molecular is not responsible for carrier delays, damage, theft, or misdelivery.

We may ship orders in separate installments; each installment is invoiced and payable independently.

Inspection Window

Upon delivery, Customer must:

• Inspect Products immediately.

• Submit written notice of shortages, defects, or damage within 14 days of delivery.

After 14 days, Products are deemed accepted, and all claims are waived.

Customer must retain Products pending Ember Molecular’s written instructions regarding disposition.

Shipping Insurance

Ember Molecular provides optional shipping insurance protection at checkout.

If Customer opts out of shipping insurance:

• Customer assumes all risk for loss, theft, or damage during transit.

• No refunds, replacements, or reshipments will be provided.

• Any non-delivery, misdelivery, or damaged-package claims are considered null and void.

By placing an order, Customer acknowledges full responsibility for shipment issues when insurance is declined.

4. Waiver of Liability for Delivery

PROOF OF DISPATCH CONSTITUTES FULFILLMENT OF OUR OBLIGATION.

If insurance is purchased, the insurance coverage serves as Customer’s sole remedy in the event a shipment is dispatched but not received.

5. Delivery Estimates & Delays

All delivery dates provided by Ember Molecular are estimates only.

We are not liable for delays or failure to perform due to causes beyond our reasonable control, including but not limited to:

• Acts or omissions of Customer

• Government regulations or restrictions

• Transportation delays

• Accidents, fire, theft, vandalism

• Labor disputes or shortages

• Weather events or natural disasters

• Supplier issues or unavailable raw materials

6. Allocation of Products

In the event of production limitations or supply shortages, Ember Molecular may allocate available inventory among its customers in any fair and reasonable manner. We shall not be liable for any resulting inability to fulfill Customer orders.

7. Payment Terms & Interest

Payment is due in full at the time of purchase unless otherwise specified in writing.

If Customer defaults on payment:

• Ember Molecular may cancel or suspend any pending orders.

• Undelivered Products may be resold, and proceeds applied toward Customer’s outstanding balance.

• Customer remains responsible for any remaining amount due.

Unauthorized chargebacks will be treated as a failure to pay and may be forwarded to collections.

Interest accrues on past-due amounts at 0.83% per month (or the maximum rate allowed by law).

Invoices not paid within 10 days accrue interest automatically.

8. ACH / Bank Transfer Payments

When paying by ACH:

1. Customer authorizes Ember Molecular to initiate an electronic debit.

2. ACH transactions are processed in batches and typically require 3–4 business days.

3. Financial institutions may debit or credit accounts depending on transaction type.

Customer is responsible for ensuring sufficient funds and accurate banking information. Failed or reversed ACH transactions may incur additional fees.

9. Research-Only Use

All Products are sold for research purposes only and are NOT intended for:

• Human or animal use

• Diagnostic, therapeutic, or clinical applications

• Consumption, injection, topical use, or any form of in-vivo administration

Customer agrees to comply with all applicable federal, state, and local regulations regarding handling and use of research chemicals.

10. Limitation of Liability

To the fullest extent permitted by law:

• Ember Molecular’s liability is limited to the purchase price of the Products.

• We are not liable for indirect, incidental, special, or consequential damages, including lost profits, downtime, or misuse of Products.

11. Governing Law

These Terms are governed by the laws of the state in which Ember Molecular operates, without regard to conflict-of-law principles.

12. Acceptance

By placing an order, clicking “I agree,” or accepting delivery of Products from Ember Molecular, you confirm your agreement to these Terms & Conditions in full.