Ambros Labs Ltd. – Terms & Conditions of Sale

Effective Date: September 15, 2025

Last Updated: September 15, 2025

Welcome to Ambros Labs! We’re excited to support your research. These Terms & Conditions of Sale outline the important stuff – how we work together, what our products are for, and all the legal stuff that helps keep everyone safe and compliant. Please read them carefully.

Entire Agreement

These Terms and Conditions of Sale (the “Contract”) constitute the entire agreement between the purchaser (“Purchaser”) and Ambros Labs Ltd. (“Seller”) regarding the purchase of products (“Products”) specified in any invoice or order. Any other terms, whether on a purchase order or other document, are excluded unless expressly agreed in writing by Seller.

Related Policies; Incorporation by Reference

The following documents form part of this Contract and are incorporated by reference: (a) the Shipping Policy, (b) the Refunds & Returns Policy and (c) the Privacy Policy (together, the “Related Policies”). By placing an order, Purchaser agrees to be bound by the Related Policies. If there is a direct conflict between this Contract and a Related Policy, this Contract controls unless the Related Policy expressly states otherwise.

  1. Authorized Use

  • All products are sold strictly for laboratory, research, or industrial use only (“Authorized Purposes”).
  • Purchaser shall not use, administer, or supply the Products for human or veterinary use, medical use, diagnostic use, food, drugs, natural health products, dietary supplements, nutrition alternatives, cosmetics, or additives of any kind.
  • Purchaser must handle, store, and use Products in full compliance with all applicable laws, regulations, and accepted scientific safety practices.
  • Purchaser assumes full responsibility for safe handling, storage, and use in accordance with all applicable laws and regulations.
  • Purchaser represents and warrants that Products will not be used or resold in violation of any federal, provincial, state, or local laws, including controlled substances regulations.
  • Any violation of these conditions may result in immediate suspension or termination of purchasing privileges with Seller.

  1. Orders & Acceptance

  • Placing an order constitutes an offer to purchase under these Terms.
  • Seller may accept or reject any order in its sole discretion and reserves the right to refuse or cancel any order if misuse is suspected.
  • No right or license is granted to use Products in violation of any patent, law, or regulation.
  • All orders must comply with applicable regulatory and legal requirements in the Purchaser’s jurisdiction.
  • Personal information is processed in accordance with our Privacy Policy.

  1. Pricing & Payment

  • Prices are as listed at the time of purchase and may change without notice.
  • Payment is due in full before shipment unless otherwise agreed in writing.
  • Seller reserves the right to withhold shipment until payment is received in full.

  1. Delivery & Risk

  • Title and risk of loss transfer upon delivery to Purchaser or Purchaser’s agent.
  • Shipping terms, including carriers, service levels, tracking, insurance, cold shipping availability, and U.S. and Mexico customs responsibilities, are governed by our [Shipping Policy].
  • Seller is not responsible for delays due to customs clearance, carrier issues, international import restrictions, or other causes beyond its reasonable control.
  • The Purchaser is solely responsible for all import duties, tariffs, customs fees, and taxes in their jurisdiction. If a shipment is refused or returned due to unpaid import charges, no refund will be issued.
  • Certain compounds may be subject to discretionary enforcement or import alerts by U.S. or Mexican authorities; Seller is not responsible for delays, holds, or seizures by regulatory agencies.

  1. Refunds & Returns

  • Refunds, returns, and replacements are governed by our Refunds & Returns Policy]. Eligibility, claim windows, and documentation requirements are set out there. Shipments that are lost, damaged, or seized are only eligible for replacement or refund if shipping insurance was purchased and is applicable, as described in the Refunds & Returns Policy.

  1. Limitation of Liability

  • Seller’s liability is limited solely to replacement of Products or refund of the purchase price, at Seller’s discretion.
  • Seller is not liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, or reputation.
  • No liability arises from misuse, negligence, abnormal storage, failure to follow safe laboratory practices or failure to comply with these Terms or applicable laws.

  1. Indemnification

  • Purchaser agrees to indemnify and hold harmless Seller, its officers, employees, and agents from all claims, damages, or expenses (including legal fees) arising from Purchaser’s handling, use, misuse, or illegal use of Products.

  1. Governing Law & Dispute Resolution

  • This Contract is governed by the laws of the Province of British Columbia, Canada and the laws of Canada applicable therein.
  • Any dispute shall be resolved exclusively by binding arbitration in Vancouver, British Columbia, conducted in English under the Arbitration Act (British Columbia) or by a recognized arbitration body agreed by the parties.
  • The arbitrator’s decision is final and enforceable in any court of competent jurisdiction.

  1. Intellectual Property

  • Purchaser obtains no rights, licenses, or claims to Seller’s intellectual property, trademarks, trade secrets, or proprietary information.

  1. Capacity to Contract

  • By completing a purchase, Purchaser confirms they:
    • are at least 19 years of age or the age of majority in their jurisdiction, whichever is greater;
    • are a qualified research institution, laboratory, or researcher purchasing for legitimate research purposes only with the appropriate laboratory facilities and safety equipment for handling research chemicals;
    • have the legal capacity to enter into this agreement;
    • understand that the provisions regarding Limitation of Liability, Indemnification, and Governing Law & Dispute Resolution continue to apply even after termination, cancellation, or expiration of this Contract; and
    • accept these Terms of Sale.
  • Seller reserves the right to verify Purchaser’s research credentials and institutional affiliation, and may refuse or cancel orders if verification cannot be obtained.

  1. Modifications to Terms

  • We may update these Terms from time to time. Material changes will be posted on our Website with the updated effective date.
  • Your continued use of our Website or placement of orders after any changes constitutes acceptance of the modified Terms.
  • For significant changes affecting your rights, we may notify you via email at our discretion.

12. Changes to This Policy

We may update this policy to reflect changes to our practices or legal requirements. The latest version is always available on our website. Material updates may be communicated by email.