1. Acceptance of Terms and Scope

These Terms and Conditions (“Terms”) govern all purchases of products and all engagement of services from Precision Proteomics Inc. (“PPI,” “we,” “us,” or “our”), a company based in London, Ontario, Canada. By placing an order, submitting a quote request, or engaging PPI for analytical or consulting services, you (“Client”) agree to be bound by these Terms.

PPI develops and commercializes a proteomics platform, including reagents such as SH2 Superbinder (SH2S) products, along with related mass spectrometry products and analytical services, for basic, pre-clinical, and clinical research applications.

Intended use. All products and services are supplied for research use only (RUO) unless a product listing or service agreement explicitly states otherwise in writing. Products are not intended for use in diagnostic procedures, therapeutic administration to humans or animals, or any other clinical application unless PPI has provided specific written certification for that use.

Eligibility. PPI’s products and services are intended for purchase and use by research institutions, universities, government laboratories, and pharmaceutical or biotechnology companies acting in a commercial or research capacity, not by individual consumers for personal use.

2. Quotes, Orders, and Payment

Quotes. Quotes provided through our website or by our team are valid for 30 days from the date issued unless otherwise stated, and are subject to change based on order volume, specification changes, or availability.

Order acceptance. Submitting an order or a signed quote constitutes an offer to purchase, which PPI may accept, decline, or modify at its discretion — for example, if a product is out of stock or a described service falls outside our current capabilities. A binding agreement is formed only when PPI confirms the order in writing.

Pricing. All prices are listed in USD and exclude applicable taxes, duties, and shipping charges unless stated otherwise. PPI reserves the right to correct pricing errors even after an order has been placed, and will notify the Client before proceeding.

Payment terms. Payment is due according to the terms stated on the invoice (standard terms: net 30 days from invoice date, unless alternate terms have been agreed in writing, such as for institutional purchase orders). Accepted payment methods are listed on the invoice. Late payments may be subject to interest at 1% per month or the maximum permitted by law, whichever is lower.

3. Shipping, Delivery, and Returns

Shipping. Products are shipped using the method and carrier specified in the order confirmation. Estimated delivery times are provided in good faith but are not guaranteed; PPI is not responsible for delays caused by carriers, customs, or events outside our reasonable control. Temperature-sensitive reagents are packaged with appropriate cold-chain materials (e.g., dry ice or ice packs); the Client is responsible for having someone available to receive and properly store shipments promptly upon arrival.

Risk of loss. Risk of loss or damage passes to the Client upon delivery to the carrier, unless otherwise agreed in writing.

Inspection. The Client should inspect all shipments upon receipt and report any damage, shortage, or discrepancy within 5 business days of delivery.

Returns and cancellations. Because many of our products (including reagents and custom or made-to-order items) are perishable, temperature-sensitive, or produced to order, they are generally non-returnable and non-refundable once shipped, except where a product arrives defective or does not match the order as confirmed. Orders may be cancelled before shipment by contacting PPI directly; cancellation after an order enters production or ships may not be possible.

4. Analytical and Custom Services

Sample submission. When the Client submits biological or chemical samples to PPI for mass spectrometry analysis or other services, the Client represents that it has the legal right to submit those samples, and that they have been obtained, handled, and (where applicable) exported/imported in compliance with all applicable laws, institutional ethics approvals, and biosafety requirements. The Client remains responsible for any required regulatory approvals related to the underlying samples.

Turnaround times. Estimated turnaround times provided in a quote or service agreement are estimates only and may vary based on sample complexity, instrument availability, or unforeseen technical issues. PPI will notify the Client of any significant expected delay.

Delivery of results. Results are provided in the format described in the applicable service agreement (e.g., data files, summary report). PPI will use commercially reasonable scientific practices but does not guarantee any specific analytical outcome, detection result, or level of sensitivity for a given sample, as these depend on sample quality and biological variability outside PPI’s control.

No diagnostic or clinical use. Unless a service has been specifically contracted and certified for clinical or diagnostic use, results are provided for research purposes only and must not be used to make any diagnostic, therapeutic, or clinical decision regarding a human or animal subject.

Sample retention and disposal. Unless otherwise agreed, PPI will retain submitted samples for 30 days after results are delivered, after which they will be disposed of in accordance with applicable biosafety regulations.

5. Intellectual Property and Confidentiality

PPI’s intellectual property. All PPI trademarks, product names, website content, proprietary methods, and underlying technology (including the SH2 Superbinder platform and related know-how) remain the exclusive property of PPI. Purchasing a product or engaging a service does not transfer any PPI intellectual property rights to the Client beyond the right to use the specific product or deliverable for its intended research purpose.

Client data and results. As between PPI and the Client, the Client retains ownership of the samples it submits and of the underlying scientific data or discoveries derived from analysis of those samples, subject to any separate written agreement (such as a services agreement or material transfer agreement) that states otherwise.

Confidentiality. Each party agrees to keep confidential any non-public technical, scientific, or business information disclosed by the other party in connection with an order or service engagement, and to use it only for the purpose of fulfilling that order or service, unless the disclosing party agrees otherwise in writing or disclosure is required by law. This obligation survives completion of the order or service for a reasonable period, and a separate confidentiality or material transfer agreement may apply for specific projects at the Client’s request.

6. Warranties and Limitation of Liability

Limited warranty. PPI warrants that products will substantially conform to their published specifications at the time of shipment and that services will be performed with reasonable care and skill consistent with generally accepted scientific practice. This warranty does not cover issues arising from improper storage, handling, or use by the Client, or from factors inherent to the Client’s own samples.

Disclaimer. Except as expressly stated above, products and services are provided “as is” and PPI disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law.

Limitation of liability. To the fullest extent permitted by applicable law, PPI’s total liability arising out of or related to any order or service, whether in contract, tort, or otherwise, will not exceed the amount paid by the Client for the specific product or service giving rise to the claim. In no event will PPI be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or loss of research time, even if advised of the possibility of such damages. Nothing in these Terms limits liability that cannot be limited under applicable law (such as liability for gross negligence or wilful misconduct, where applicable).

7. General Provisions

Indemnification. The Client agrees to indemnify and hold PPI harmless from any claims, damages, or expenses arising from the Client’s misuse of products or results, or from the Client’s breach of these Terms, including use of products or services for any application beyond their intended research use.

Export and regulatory compliance. Certain products and technical data may be subject to Canadian export control laws and the import/export regulations of the Client’s own country. The Client is responsible for obtaining any required import permits, biosafety authorizations, or export licenses applicable to its jurisdiction.

Termination. PPI may suspend or terminate an order or service engagement if the Client breaches these Terms, fails to pay amounts due, or if continuing would violate applicable law.

Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Any dispute will be subject to the exclusive jurisdiction of the courts of Ontario, unless the parties agree in writing to an alternative dispute resolution process.

Changes to these Terms. PPI may update these Terms from time to time; the version posted on our website at the time an order is placed governs that order. Continued use of our website or services after changes are posted constitutes acceptance of the revised Terms.

Contact. Questions about these Terms can be directed to info@precisionproteomics.ca or the address listed on our Contact page.