Product & Service Terms and Conditions

Effective Date: June 9, 2026
Last Updated: June 9, 2026
Version Date: May 14, 2026

These Product & Service Terms and Conditions (“Terms and Conditions”) govern the sale of Products, including Custom Products, by Canal Biosciences Inc. (“Canal”) pursuant to any Quote. The Quote and these Terms and Conditions, collectively, this “Agreement,” shall exclusively govern the ordering, purchase, sale, supply, provision, and use of Products and shall override any conflicting, amending, or additional terms contained in any purchase orders, invoices, or other ordering documents relating to any Products purchased under this Agreement or an attached proposal. Any such other terms and conditions shall be null and void unless expressly agreed to in writing by Canal.

Capitalized terms shall have the meanings defined herein.

1. Supply of Products

1.1 Purchase Orders

Customer may place orders for Products, including Custom Products, as may be offered by Canal from time to time pursuant to a document issued by Canal to Customer that includes a description of the Products and the prices quoted therefor, the “Quote.”

All Customer orders shall be confirmed by purchase order submitted by Customer to Canal specifying the quantity of Products. Purchase orders are subject to review and acceptance by Canal. Once a purchase order is accepted by Canal, each such accepted purchase order is a “Purchase Order” and becomes binding on the Parties.

Customer may not modify or cancel a Purchase Order without Canal’s express written consent. Modification or cancellation may require payment by Customer of certain costs incurred by Canal.

“Products” means the products, and if applicable Custom Products, set forth in the Quote.

“Custom Products” means products designated as Custom Products on any Quote that are specially manufactured by Canal for Customer according to Customer’s specifications.

1.2 Custom Products

Customer shall provide complete and accurate information to Canal as reasonably requested or required by Canal to properly manufacture the Custom Products.
Customer hereby grants to Canal a non-exclusive, non-transferable, worldwide, royalty-free license to use Customer Confidential Information and Customer intellectual property to the extent necessary or reasonably useful for or on behalf of Canal for the research, development, manufacture, or sale of Custom Products.
Customer is solely responsible to confirm that:
1. the Products are suitable for Customer’s intended purpose and use; and
2. Customer’s use complies with applicable laws.

1.3 Products and Prices Subject to Change

Canal reserves the right to discontinue any Products or change Product Specifications or instructions without prior notice, provided that any Products delivered under a Purchase Order shall comply with the Specifications in the Quote referenced therein.

“Specifications” means the description and characteristics of a Product, as set forth in the Quote, including any technical documents or certificates of analysis issued in respect of such Product.

2. Shipping and Delivery

2.1 Shipping and Customs

Shipping costs are prepaid and added to the invoice. Canal shall not be liable for delays in shipping or customs clearance. Separate line items may include charges for insulated boxes, special hazardous material fees, and/or handling fees, which will be charged as applicable and shall be in addition to the price in the Quote.

2.2 Delivery, Title, and Risk of Loss

Delivery is Ex Works, Incoterms 2020, Canal’s location, freight prepaid and added unless shipped on Customer’s account, including FedEx, UPS, or DHL.

Canal reserves the right to make delivery in installments. Delay in delivery of any installment shall not relieve Customer of Customer’s obligations to accept remaining deliveries.

3. Inspection, Rejection, and Returns

3.1 Inspection

Customer shall inspect Products shipped hereunder and shall notify Canal in writing of any claims for shortages, defects, or damages and shall hold the goods for Canal’s instructions regarding disposition within thirty (30) days.

If Customer fails to notify Canal within thirty (30) days after Customer has received the Products, such Products shall be deemed to have been irrevocably accepted by Customer.

3.2 Shortage

Following Canal’s receipt of a notice of Product shortage in delivery, Canal will deliver the quantity of Product required to remediate the shortage as soon as commercially practicable.

3.3 Non-Conforming Products

If the Products do not conform to the Specifications, a “Non-Conformance,” Canal, at its sole option, shall provide replacement Product or credit the price paid by Customer for such Non-Conformance.

The foregoing shall be Customer’s sole remedy arising out of or in connection with Non-Conformance.

3.4 Warranties Void

Canal’s warranties made in connection with this sale shall be void if Canal determines, in its sole discretion, that Customer or its carrier has:

misused the Products in any manner;
failed to use the Products in accordance with industry standards and practices, or instructions provided by Canal;
failed to transport or store the Products in accordance with industry standards or product literature; or
otherwise through its or its service provider’s or agents’ acts or omissions caused the Non-Conformance.

4. Price and Payment

4.1 Price and Currency

The Price for Products will be the price set forth in the Quote. Except as otherwise expressly indicated, all references to “$,” “dollars,” or “USD” in this Agreement shall be read as referring to the legal tender of the United States of America.

4.2 Changes to Products and Prices

All Products and prices in Canal’s catalogs and Quotes are subject to change without notice at any time prior to acceptance of a Purchase Order by Canal.

4.3 Payment Terms

Customer shall pay each invoice within thirty (30) days from the date of invoice.

4.4 Late or Missed Payments

Canal may charge interest at the lower of:

two percent (2%) per month; or
the highest interest rate permitted under applicable law,

calculated from the due date until paid on all overdue amounts.

Canal reserves all other rights granted to a seller under the Uniform Commercial Code, the “UCC,” for Customer’s failure to pay for the Products or for any other breach by Customer of this Agreement.

4.5 Taxes

Any tax, duty, or any other fee of any nature whatsoever imposed by a government authority on or measured by the transaction between Canal and Customer, including without limitation sales, excise, use, or value-added taxes, but excluding taxes on Canal’s income, which income taxes shall be the responsibility of Canal, shall be paid by Customer.

5. Intellectual Property

5.1 No Implied License

Unless expressly stated, nothing in this Agreement shall be deemed to constitute the grant of any license or other right to Customer in respect of any intellectual property right owned or controlled by Canal.

Customer shall be solely responsible for obtaining any and all licenses under any intellectual property rights owned or controlled by a third party that Customer may require in connection with its uses of any chemical or biological materials, including the Products.

5.2 Limitation of Rights

As between Customer and Canal, Canal exclusively owns all intellectual property rights relating to Canal’s products and services.

Canal hereby grants to Customer a limited, non-exclusive, non-transferable right under Canal’s intellectual property solely to the extent necessary for Customer to use the Products solely for internal research purposes.

No right to transfer, distribute, or resell Products or any of their components is conveyed in any manner, whether by implication, by estoppel, or otherwise.

Customer may not modify, change, remove, cover, or otherwise obscure any of Canal’s brands, trade marks, or service marks on the Products.

5.3 Commercial Applications; Additional Rights

These Terms and Conditions do not grant to Customer rights to use Products in any commercial application, including manufacturing, quality control, or commercial service.

5.4 Customer IP

As between the Parties, Customer shall retain all right, title, and interest in and to the Primary Experimental Data and Customer’s proprietary:

adapter sequence elements, including indexes and UDIs;
DNA samples to be used by or on behalf of Canal in building libraries for Customer;
downstream analytical methods, including library quantification and post-sequencing bioinformatic analysis; and
[Insert additional Customer IP category, if applicable],

collectively, “Customer IP.”

Canal hereby assigns, and agrees to assign, to Customer all right, title, and interest in and to the Customer IP.

“Primary Experimental Data” means:

the library quantification data generated by or on behalf of Customer for libraries constructed by or on behalf of Customer with the Products; and
the sequencing data generated by sequencing the libraries built by or on behalf of Customer with the Products.

From time to time, Canal may request Primary Experimental Data from Customer, and Customer shall provide such data to Canal.

Customer hereby grants to Canal a non-exclusive, irrevocable, worldwide, fully paid-up, sublicensable, through multiple tiers, license to use the Primary Experimental Data, in anonymous form:

for internal research and development purposes with respect to Canal’s product portfolio; and
externally for marketing and other commercialization activities.

5.5 Canal IP

As between the Parties, except for Customer IP, Canal shall retain all right, title, and interest in and to all intellectual property created, conceived, or developed by or on behalf of Canal under this Agreement, collectively, “Canal IP.”

Customer hereby assigns, and agrees to assign, to Canal all right, title, and interest in and to the Canal IP.

6. Canal Warranties

6.1 Limited Warranty

Canal hereby warrants to Customer as of the applicable date of execution, order acceptance, or such other date set forth in the Quote or applicable written agreement, that:

Canal has authority to enter into and perform its obligations under these Terms and Conditions;
Canal will manufacture the Products in accordance with applicable laws and regulations of the United States relevant to the manufacture of the Products; and
the Products shall conform in all material respects to the Specifications.

6.2 Warranty Disclaimer

CANAL’S WARRANTY IS EXCLUSIVE AND NON-TRANSFERABLE.

EXCEPT AS SET FORTH IN SECTION 6.1, THE PRODUCTS ARE PROVIDED “AS IS,” AND CANAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF DESIGN, MERCHANTABILITY, SAFETY, USEFULNESS, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICES.

PRODUCTS HAVE NOT BEEN TESTED BY OR FOR CANAL FOR SAFETY OR EFFICACY, NOR REVIEWED OR APPROVED FOR ANY PARTICULAR USE BY ANY REGULATORY AGENCY.

7. Customer Warranties

7.1 Customer Representations and Warranties

Customer hereby warrants and represents to Canal as of the applicable date of execution, order acceptance, or such other date set forth in the Quote or applicable written agreement, that:

Customer has authority to enter into and perform its obligations under this Agreement;
Customer will comply with all handling instructions, if any, furnished by Canal relating to the Products;
Customer will not chemically characterize, reverse engineer, deconstruct, disassemble, or otherwise attempt to determine the composition or proprietary formulation of any Product; and
Customer has the right to provide Confidential Information to Canal under this Agreement.

7.2 Customer Responsibility

Customer is solely responsible to confirm that:

the Products are suitable for Customer’s intended purpose and use; and
Customer’s use complies with applicable laws.

8. Indemnification; Limitation of Liability

8.1 Indemnification

Customer will indemnify, defend, and hold harmless Canal, its affiliates, and their respective directors, officers, employees, and agents, the “Canal Indemnified Parties,” from all losses, liabilities, damages, and expenses, including reasonable attorneys’ fees and costs, that any Canal Indemnified Party may suffer as a result of any claims, demands, actions, or other proceedings made by any third party and arising out of or relating to:

Customer’s breach of this Agreement; or
Customer’s or its affiliates’ or their respective directors, officers, employees, service providers’, or agents’ possession, use, or misuse of the Products.

8.2 Limitation of Liability

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CANAL NOR ITS AFFILIATES, NOR THEIR RESPECTIVE REPRESENTATIVES, WILL BE LIABLE UNDER ANY LEGAL THEORY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR WARRANTY OF ANY KIND, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSSES DUE TO THIRD-PARTY CLAIMS, LOSS OF BUSINESS, LOSS OF GOODWILL, OR LOSS OF REVENUE ARISING OUT OF OR RELATED TO THIS AGREEMENT.

CANAL’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID TO CANAL BY CUSTOMER FOR THE PRODUCT GIVING RISE TO THE CLAIM.

9. Termination

9.1 Material Breach

Either Party may terminate this Agreement if the other Party has committed a material breach of this Agreement that remains uncured for thirty (30) days following notice from the non-breaching Party.

9.2 Termination by Canal

Canal may immediately terminate this Agreement if Canal determines that biosecurity, biosafety, or feasibility reasons prevent or are likely to prevent the performance of the Services.

Canal may immediately terminate this Agreement if Customer becomes, or is likely to become, subject to any form of insolvency, administration, receivership, bankruptcy, or liquidation.

9.3 Survival

The Parties’ rights and obligations under this Agreement which by their nature are intended to continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including:

Customer’s obligation to pay invoices or other amounts due under this Agreement at the time of such termination which are otherwise due by Customer; and
each Party’s rights and obligations under Sections 4, 5, 6, 7, 8, 10, and 11.

10. Confidentiality

10.1 Confidential Information and Obligation of Confidentiality

“Confidential Information” means any technical, business, or financial information disclosed directly or indirectly during the term pursuant to this Agreement, including without limitation information regarding Discloser’s products, services, suppliers, vendors, contractors, customers, prices, inventions, whether or not patentable, intellectual property, studies, methods, processes, procedures, formulae, specifications, sequences and chemical structures, know-how, and all documents and records prepared by any person generated from or based upon any part of the foregoing information so disclosed; provided that such information:

is designated as confidential at the time of its initial disclosure; or
by its nature, would be expected by a reasonable person to be treated in a confidential manner.

“Discloser” means a Party or its Representatives that discloses Confidential Information under this Agreement.

“Party” means either Canal or Customer individually, and “Parties” means Canal and Customer collectively.

“Recipient” means a Party or its Representatives that receives Confidential Information under this Agreement.

“Representative” means, with respect to a Party, the directors, officers, agents, employees, consultants, and advisors of such Party or its affiliates.

Recipient shall take reasonable measures, but no less than the measures it employs with respect to its own confidential information, to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Discloser.

Recipient shall immediately notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.

Recipient shall not disclose any Confidential Information or permit any Confidential Information to be disclosed to any third party without Discloser’s prior written consent.

10.2 No Unauthorized Use

Recipient shall not use the Confidential Information except in connection with its performance of this Agreement.

Recipient shall not permit any Confidential Information to be used by any third party without Discloser’s prior written consent.

Recipient shall not reverse engineer, disassemble, decompile, or duplicate any samples or other tangible objects that embody the Confidential Information or use the Confidential Information to circumvent the Discloser in its business relationships.

10.3 Liability for Representatives

Recipient may disclose Confidential Information only to those of its Representatives who need to know the Confidential Information for performance of this Agreement.

Recipient shall be liable for any disclosures of Confidential Information by its Representatives as if the disclosure had been made by Recipient.

Recipient agrees, at its sole expense, to take all commercially reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information.

10.4 Exceptions

The confidentiality and non-use obligations of this Agreement will not apply to Confidential Information that Recipient can establish:

was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Discloser, as evidenced by records other than through an unauthorized disclosure by Recipient;
becomes publicly known or made generally available without a duty of confidentiality through no action or inaction of Recipient;
is in the rightful possession of Recipient from a third party without confidentiality obligations or restrictions and without breach of this Agreement, as shown by Recipient’s written records;
is independently developed by Recipient without use of Discloser’s Confidential Information; or
is required to be disclosed.

10.5 Legally Required Disclosure

If Recipient becomes legally compelled to disclose any Confidential Information under applicable law, Recipient will, where legally permissible, provide Discloser with prompt written notice of such disclosure and will, at Discloser’s request, reasonably assist Discloser in seeking a protective order or another appropriate remedy at Discloser’s expense.

Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

10.6 Return and Destruction of Confidential Information

Upon termination or expiration of this Agreement, or earlier upon receipt of written request from the Discloser, Recipient agrees to return or destroy all Confidential Information, including materials received from the Discloser; provided, however, that:

Recipient may retain in its confidential files one (1) copy of written Confidential Information for record purposes only; and
nothing herein will require Recipient to delete or purge any records in backup or archival systems kept in the normal course of business.

11. Miscellaneous

11.1 Assignment

Neither Party shall assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the other Party.

11.2 Governing Law

This Agreement and any dispute or claim arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York.

The Parties agree that any application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded and shall not apply to this Agreement.

11.3 Compliance with Laws and Export Control

Customer shall comply with all applicable laws and regulations in all material respects, including the U.S. Foreign Corrupt Practices Act, as amended from time to time, and any U.S. laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the U.S. Department of Commerce and the U.S. Department of Treasury, or any successor agency of any of the foregoing, governing the transfer of certain commodities and technical data or sanctioned individuals, entities, or countries.

11.4 Publicity

Neither Party will use the name of the other Party in connection with any public announcement without the consent of the other Party.

11.5 Force Majeure

Except for payment obligations, neither Party shall be liable to the other for failure to perform its obligations under this Agreement where such failure is caused by strikes, fires, earthquakes, embargoes, any governmental act or regulation, acts of God, pandemic, acts of war, insurrection, riot or civil disturbance, or any other cause not under the control of the defaulting Party.

11.6 General

This Agreement is the final, complete, and exclusive statement of the understanding between Canal and Customer with respect to the subject matter hereof.

In the event of a conflict between any confidentiality agreement entered into by Customer and Canal, the Quote, a Purchase Order, or these Terms and Conditions, these Terms and Conditions shall prevail.

Products supplied by Canal under this Agreement are on a non-exclusive basis.

No terms, conditions, usages of trade, courses of dealing, or agreements purporting to modify, vary, explain, or supplement this Agreement will be binding.

This Agreement may not be waived, amended, or otherwise modified except by a writing signed by both Canal and Customer.

If any provision of this Agreement is held invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to give effect to the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

The relationship of the Parties is that of independent contractors, and nothing herein will be construed as establishing one Party or any of its employees as the agent, legal representative, joint venture, partner, employee, or servant of the other.

No remedy herein provided will be deemed exclusive of any other remedy allowed by law or in equity.

All rights and obligations of the Parties set forth herein that expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement until they are satisfied or by their nature expire and will bind the Parties and their legal representatives, successors, and permitted assigns.

Contact

Questions regarding these Product & Service Terms and Conditions may be directed to:

Canal Biosciences Inc.
110 Canal Street
Lowell, MA 01852
United States
Website: www.canalbiosciences.com
Email: legal@canalbiosciences.com