US - Product Sales Terms and Conditions

1.     Applicability of Terms and Conditions. Purchaser shall read these Terms & Conditions of Sale (hereinafter “Terms”), which are applicable to all product (“Product”) sales or deliveries by GreenLight Biosciences, Inc. (or its affiliates) (collectively, “GLB”). Such Terms shall govern all such Products sold and/or are incorporated into and supplement the purchase agreement or other agreement, if any, entered into for the purchase of Products between GLB (or an affiliate, distributor or other contracted party of GLB) and the buyer, customer, or end user of the Products (“Purchaser”).  By purchasing the Products, Purchaser agrees and confirms that the Terms are acceptable, reasonable, and applicable to all Product sales, transactions, or deliveries involving GLB or Product. These Terms may be amended by GLB at any time, and the Terms applicable at the time of sale or delivery shall apply.   Without limiting the generality of this Section1, for the sake of clarity, if GLB and Purchaser choose to transmit orders, information, payment or any other data pertaining to an order of Products through an electronic medium, then GLB and Purchaser agree that these Termsshall apply to all such transactions, unless GLB and Purchaser are party to a written agreement that expressly supersedes these Terms, in which case, the terms of such written agreement shall apply.

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2.     No Additional Terms. No Terms may be altered, modified, amended, or superseded without written approval from GLB. GLB objects to the inclusion of any terms or conditions that are different from or in addition to the Terms. Any conflicting warranties, terms or conditions in Purchaser’s purchase order or any other purchaser document are expressly rejected by GLB.  Without limiting the generality of the foregoing, any changes in the scope of GLB’s deliverables that result in increases or decreases in the value of an order must have the prior written approval of GLB and Purchaser. Any new, additional or increased freight rates, surcharges (bunker, currency, congestion or other surcharges), taxes, customs duties, export or import surcharges or other governmental charges, or insurance premiums, which may be incurred by GLB with respect to the Products sold shall be for the account of Purchaser and Purchaser shall reimburse GLB for all such costs, fees, and charges within fifteen (15) days of receipt of request by GLB.  

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3.     Cancellation. This Product sales transaction is non-cancelable and non-refundable without approval from GLB.

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4.     Refusal of Delivery. Purchaser understands and acknowledges that GLB, in reliance on these Terms and otherwise, has or will obligate itself to manufacture, produce or otherwise obtain Product to be available for sale or delivery as requested by Purchaser. In the event any quantity of Product covered by any order by Purchaser cannot be delivered as a result of Purchaser’s refusal to take delivery, GLB may treat Purchaser’s refusal as a breach and will be entitled to remedies outlined hereunder or otherwise.  In the event that delivery is not made at the time or times specified, then the timing of payment for the Products in such delivery shall be extended accordingly by the same number of days that the delivery is delayed.

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5.     Risk of Loss and Title.  Title and risk of loss to the Products shall pass to Purchaser Ex Works (GLB’s warehouse) (Incoterms 2020 Rules).  In the event of breach of the Terms by Purchaser, including without limitation, default in payment, GLB is entitled to take possession of the Products at the cost and expense of Purchaser (including a restocking fee as determined by GLB).

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6.     Merchants. GLB and Purchaser agree, represent, and warrant that they are “merchants” as that term is defined by the Uniform Commercial Code. Further, as such, Purchaser represents that it is familiar with and knowledgeable about the authorized uses of Product and that all Product purchased from GLB will be used in a manner consistent with the Product’s intended use.

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7.     Waiver. The voluntary waiver of any of the Terms by GLB with respect to the purchase or delivery of any Product will not be a waiver of any other Terms or any of the Terms with respect to the purchase of any other Product.

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8.     Payment. Full payment must made to GLB by Purchaser by any agreed-upon payment date (in writing) or upon receipt of the Product by Purchaser, whichever is later. All payments by Purchaser shall be made in U.S. Dollars unless otherwise set forth in the invoice issued by GLB.

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9.     Inspection of Goods; Acceptance. Purchaser’s receipt of any Product from GLB shall be an unqualified acceptance of, and waiver by, Purchaser of any and all claims with respect to such Product unless Purchaser gives GLB written notice of claim within ten (10) days after such receipt. Purchaser’s notification shall provide a detailed description and such other information as requested by GLB regarding the nature of the claim or objection.  Notice by Purchaser under this provision is only effective if written objection is received by GLB within the time provided by this paragraph and if no such notice is received, the Product is conclusively accepted by Purchaser and Purchaser waives all claims with respect to such Products. GLB shall not be responsible for any claims which are not made in accordance with the provisions of this paragraph. All Product claimed as non-conforming for whatever reason shall be properly protected and held intact by Purchaser until settlement or other resolution is made or agreed in writing. All returned Product requires GLB’s prior written authorization and is subject to a reasonable restocking fee. GLB reserves the right to reject unconditionally any unauthorized return of any Product purchased from GLB. Purchaser assumes all risk and liability from the results and effects obtained by the use of any Product purchased from GLB.

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10.    Compliance.  Purchaser shall at all times comply with all applicable laws, regulations, and ordinances in connection with using the Products.  Furthermore, Purchaser shall use, store, maintain and handle each Product in accordance with such Product’s label.

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11.    Dispute Resolution. Any controversy or claim arising out of or relating to any purchase of Product from GLB shall be resolved, at the sole election of GLB, in accordance with the arbitration rules of a private arbitration firm doing business in Massachusetts, USA and identified and agreed to by GLB. The decision and award determined through any such arbitration shall be final and binding upon Purchaser and GLB. Judgment upon the arbitration award may be entered and enforced in any court having jurisdiction thereof. If, for whatever reason, the arbitration rules are determined to be unenforceable by a court of competent jurisdiction, or if GLB elects not to arbitrate any dispute, any contract or other agreement regarding the purchase of Product from GLB shall be governed and construed in accordance with the laws of Delaware, USA.  Jurisdiction for any court proceedings arising out of, or related to, any purchase of any Product from GLB lies exclusively in the state courts of the Commonwealth of Massachusetts. In the event of arbitration, litigation, or any other dispute between Purchaser and GLB regarding any purchase of Product from GLB, Purchaser agrees to pay all costs of GLB, including, but not limited to, attorneys’ fees, costs and other expenses, if GLB is the prevailing party.

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12.    Force Majeure. GLB shall not be liable for delay in its performance when such delay is due to unforeseen causes beyond its control and without its fault or negligence, including, but not limited to, acts of God, acts of the public enemy, governmental action, fires, floods, earthquakes, epidemics, pandemics, quarantine restrictions, labor difficulties, freight embargoes, plant breakdowns, or transportation shortages. Should any of the foregoing occur, upon notice to Purchaser, GLB’s performance may be extended for a time equivalent to the delay. Nothing in this paragraph shall excuse Purchaser from its obligation to make timely payment for the Purchase of any Product.

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13.    No Assignment. No contract or other agreement regarding the purchase of Product by Purchaser from GLB can be assigned without the express written consent of GLB. These Terms shall be binding upon and inure to the benefit of GLB and its successors and assigns.

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14.    Confidential Information. All non-public, confidential or proprietary information of GLB, its direct and indirect parent companies or subsidiaries and affiliates, including but not limited to, documents, data, business operations, pricing, discounts, specifications, intellectual property, or rebates, disclosed by GLB to Purchaser, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with the sale of Product is confidential and may not be disclosed or copied, or used for any purpose other than in connection with the authorized use of the Products, unless authorized in advance by GLB in writing. Upon GLB’s request, Purchaser shall promptly return all documents and other materials received from GLB. GLB shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain (not as a result of breach by Purchaser); (b) known to Purchaser at the time of disclosure without an obligation of confidentiality or nonuse; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party.

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15.    DISCLAIMER OF WARRANTIES. GLB MAKESNO WARRANTIES, GUARANTEES, OR REPRESENTATIONS, EXPRESS OR IMPLIED, THATEXTEND BEYOND ANY WRITTEN LIMITEDWARRANTIES WHICH ACCOMPANY THEPRODUCT PURCHASED FROM GLB, IF ANY. WITHOUT LIMITING THE PRECEDING, GLB EXPLICITLY DISCLAIMS ALL WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND TO PURCHASEROR OTHER USER OF ANY PRODUCT, EITHER EXPRESSOR IMPLIED, OR BY USAGE OR TRADE, STATUTORYOR OTHERWISE, WITH REGARD TO THE PRODUCT SOLD BY GLB, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, USE, ANDELIGIBILITY OF THE PRODUCT FOR ANY PARTICULAR TRADE USAGE, TITLE, ORNON-INFRIGEMENT.  ALL PRODUCT IS SOLD ORDELIVERED “AS IS” UNLESS OTHERWISE SPECIFIED IN WRITING BY GLB.  PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIEDON ANY REPRESENTATION OR WARRANTY MADE BY GLB, OR ANY OTHER PERSON ON GLB’SBEHALF.

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16.    DAMAGES LIMITATION &INDEMNIFICATION. IN NO EVENTSHALL GLB BE LIABLE FOR ANY LOSS OF USE,REVENUE OR PROFIT, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL,EXEMPLARY, PUNITIVE OR SIMILAR DAMAGESOF ANY KIND, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLEAND WHETHER OR NOT PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,ARISING OUT OF OR IN ANY WAY RELATEDTO ANY PRODUCT SOLD OR DELIVERED BY GLB OR ON GLB’S BEHALF. IN NO EVENT SHALL GLB’S AGGREGATE LIABILITY TO PURCHASER OR ANY OTHER PARTYARISING OUT OF OR IN ANY WAY RELATED TO ANY PRODUCT SOLD OR DELIVEREDBY GLB OR ON GLB’S BEHALF EXCEED THE PURCHASEPRICE OF THE PRODUCT. THE FOREGOING LIMITATIONS SHALL APPLYREGARDLESS OF THE FORM OF ANY CLAIMBY PURCHASER OR ANY OTHER PARTY, WHETHER FORBREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATIONOF ANY TERMS, OR ANY RELATED AGREEMENT OR OTHER WRITING, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE.  PURCHASERAGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS GLB, ITS AFFILIATES, AND ITS ANDTHEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,CONSULTANTS, AFFILIATES, PARTNERS, MEMBERS, AGENTS, ADVISORS, SUCCESSORS,ASSIGNS, AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES,DEFICIENCIES, ACTIONS, AWARDS, PENALTIES, JUDGEMENTS, SETTLEMENTS, INTEREST,FINES, COSTS, EXPENSES, OR LIABILITIES OF WHATEVER KIND, INCLUDING, WITHOUTLIMITATION, ATTORNEYS’ FEES, FEES AND COSTS OF ENFORCING ANY RIGHT HEREIN, ANDTHE COST OF PURSUING ANY INSURANCE PROVIDERS RELATED TO ANY CLAIM ARISING OUTOF OR OCCURING IN CONNECTION WITH OR RESULTING FROM THE SALE OR DELIVERY OF THEPRODUCT TO PURCHASER OR ANYONE ELSE AND THE USE OF THE PRODUCT BY PURCHASER ORANY OTHER PERSON OR ENTITY OR ANY BREACH OF THE TERMS.

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17.    Interest. In the event of any breach of any agreement with GLB or Purchaser’s failure to pay for Product sold or delivered by GLB, Purchaser shall pay interest on any amount owing to GLB by reason of the breach, until paid, at the rate of 18% per month (or, if less, the highest rate permitted by applicable law).

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18.    Solvency. Purchaser, in ordering or purchasing Product from GLB, expressly represents that it is not insolvent, as defined in the Uniform Commercial Code, and shall provide GLB the information reasonably requested to enable GLB to run a credit report or assessment of Purchaser. If Purchaser’s financial condition is or becomes unsatisfactory to GLB at any time, GLB may suspend its performance or delivery until it receives reasonably adequate assurance that Purchaser is able to fully perform or otherwise pay for Product sold or delivered by GLB.

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19.    Assistance. At Purchaser’s request, GLB may furnish such technical or other assistance and information as it has available with respect to the use of the Product sold or delivered to Purchaser.  If any such materials are provided, Purchaser or any Product user assumes any and all responsibility for results obtained in reliance thereon.

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20.    Conditions Affecting GLB. All Product orders or other agreements with Purchaser are accepted with the understanding that they are subject to GLB’s ability to obtain the necessary materials or Product,  and all orders or other agreements, as well as deliveries or shipments applicable thereto, are subject to GLB’s supply or distribution schedules or plans, government regulations, orders, directives, and other restrictions or requirements that may be in effect from time to  time.

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21.   Validity and severability: The parties acknowledge that these Terms constitute a valid, binding, and enforceable agreement between commercially sophisticated entities acting in the course of business. If any provision of these Terms is held to be invalid, illegal, or unenforceable under any applicable law, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable while preserving the parties’ original intent. If such modification is not possible, the offending provision shall be severed, and the remaining provisions shall continue in full force and effect.

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21.     Entire Agreement. These Terms constitute the entire agreement between GLB and Purchaser with respect to the subject matter here of as of the date of any Product purchase and supersede all previous understandings, representations, proposals, and discussions, whether oral or written, between GLB and Purchaser concerning purchases of Product from GLB, except those relating to the relationship between GLB and Purchaser, if any. All rights of GLB   hereunder are separate and cumulative and not one of them, whether or not exercised, shall be deemed to be an exclusion of any of the other rights and shall not limit or prejudice any other legal or equitable right which GLB may have.

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