Terms & Conditions

1. Acceptance of Terms

By placing an order with ABGENICS, Inc. ("ABGENICS," "we," "us"), you ("Customer," "you") agree to be bound by these Terms & Conditions. These terms govern all business-to-business (B2B) transactions between ABGENICS and its customers.

All purchases are intended for commercial and industrial use only. The individual placing orders on behalf of the Customer must be at least 18 years of age and authorized to bind the Customer to these terms.

If you do not agree to these terms, please do not place an order. Continued business with ABGENICS constitutes acceptance of the most current version of these terms.

2. Products & Manufacturing

ABGENICS manufactures cleanroom wipers, contamination control mats, cleanroom bags, specialty textiles, and polyethylene products. Our facilities operate under ISO 9001:2015 quality management standards with Class 10 and Class 100 cleanroom manufacturing capabilities across four global facilities in the USA and Asia.

Product specifications, including dimensions, materials, packaging configurations, and performance characteristics, are published in our product documentation and are subject to change without notice as we continuously improve our manufacturing processes.

While we strive to maintain consistency, minor variations in product characteristics may occur between production lots. Critical specifications will be held within published tolerances.

3. Orders & Purchase Terms

Orders may be placed via purchase order (PO), email, or other written communication as agreed between the parties. All orders are subject to acceptance by ABGENICS. We reserve the right to accept or reject any order at our sole discretion.

Minimum order quantities (MOQs) apply to certain products and will be communicated at the time of quotation. Lead times vary by product, order volume, and manufacturing location. Estimated lead times provided at order confirmation are good-faith estimates and not guaranteed delivery dates.

An order is considered confirmed only upon written acknowledgment from ABGENICS. Any modifications to confirmed orders must be requested in writing and are subject to approval, adjusted pricing, and revised lead times.

Cancellation of confirmed orders may be subject to cancellation fees, including costs incurred for raw materials, production time, and allocated resources.

4. Pricing & Payment

All prices are quoted in U.S. Dollars unless otherwise specified. Prices are subject to change without notice; however, pricing confirmed on accepted purchase orders will be honored for that order.

Standard payment terms are Net 30 days from the date of invoice, unless otherwise agreed in writing. ABGENICS reserves the right to require different payment terms, including prepayment or letters of credit, for new accounts or large orders.

Late payments are subject to interest charges of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower. Customer is responsible for all costs of collection, including reasonable attorney fees.

Prices do not include applicable taxes, duties, tariffs, or shipping costs unless expressly stated in the quotation.

5. Shipping & Delivery

Unless otherwise agreed in writing, all shipments are FOB shipping point (ABGENICS facility). Title and risk of loss transfer to the Customer upon delivery to the carrier.

Shipping dates and delivery estimates are provided in good faith but are not guaranteed. ABGENICS shall not be liable for delays caused by carriers, customs, weather, or other circumstances beyond our reasonable control.

Customer is responsible for inspecting shipments upon receipt. Claims for damage, shortage, or loss in transit must be filed directly with the carrier. Customer should notify ABGENICS of any shipping discrepancies within five (5) business days of receipt.

Partial shipments may be made at ABGENICS's discretion, with each shipment invoiced separately.

6. Product Warranty

ABGENICS warrants that its products will conform to published specifications at the time of shipment. This warranty extends for a period of twelve (12) months from the date of shipment or until the product's stated shelf life expires, whichever occurs first.

ABGENICS MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NO WARRANTY OF MERCHANTABILITY, AND NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH HEREIN.

Warranty claims must be submitted in writing within thirty (30) days of discovering the defect, accompanied by supporting documentation including lot numbers, purchase order references, and a detailed description of the non-conformance.

ABGENICS's sole obligation under this warranty is, at our option, to replace the non-conforming product or issue a credit for the purchase price of the affected product. This is the Customer's exclusive remedy.

7. Product Returns

All returns require prior written authorization from ABGENICS in the form of a Return Merchandise Authorization (RMA) number. Returns shipped without an RMA number will be refused.

Authorized returns of standard stock products in original, unopened packaging may be subject to a restocking fee of up to 25% of the original purchase price. Customer is responsible for return shipping costs unless the return is due to an ABGENICS error.

Custom products, cut-to-order items, and products manufactured to customer specifications are non-returnable and non-refundable under any circumstances.

8. Limitation of Liability

EXCEPT AS EXPRESSLY WARRANTED HEREIN, PRODUCTS ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABGENICS'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL ABGENICS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, PRODUCTION DOWNTIME, COST OF SUBSTITUTE GOODS, OR CONTAMINATION EVENTS, REGARDLESS OF WHETHER ABGENICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ABGENICS shall not be liable for any damages resulting from product misuse, improper storage, handling outside of recommended conditions, use beyond stated shelf life, or failure to follow ABGENICS product documentation and application guidelines.

All claims must be brought within one (1) year of the date of the event giving rise to the claim.

ABGENICS shall not be liable for any failure or delay in performance due to force majeure events, including but not limited to natural disasters, pandemics, government actions, war, terrorism, labor disputes, supply chain disruptions, raw material shortages, energy shortages, or transportation failures.

9. Indemnification

Customer shall indemnify, defend, and hold harmless ABGENICS, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorney fees) arising out of or related to:

• Customer's misuse, improper handling, or improper storage of ABGENICS products
• Customer's failure to comply with applicable regulations, industry standards, or cleanroom protocols within their own facilities
• Any third-party claims arising from the Customer's use of ABGENICS products in applications not recommended or approved by ABGENICS
• Customer's breach of any provision of these Terms & Conditions

10. Intellectual Property

All intellectual property rights in ABGENICS products, including but not limited to patents, trademarks, trade secrets, manufacturing processes, formulations, product designs, and proprietary specifications, are and shall remain the exclusive property of ABGENICS, Inc.

Product specifications, technical data sheets, and performance data shared with customers are proprietary and confidential. No license, express or implied, is granted to the Customer under any ABGENICS intellectual property rights by virtue of any sale or transaction.

Customer shall not reverse-engineer, disassemble, analyze, or attempt to derive the composition, manufacturing process, or design of any ABGENICS product.

11. Confidentiality

All pricing, product specifications, technical data, business terms, and other non-public information exchanged between ABGENICS and the Customer shall be treated as confidential.

Neither party shall disclose confidential information of the other party to any third party without prior written consent, except as required by law or regulation. This obligation survives the termination of any business relationship between the parties.

Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

12. Export Compliance

Customer is solely responsible for compliance with all applicable export and import laws and regulations, including but not limited to the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR), where applicable.

Customer shall not export, re-export, or transfer any ABGENICS products or technical data to any country, entity, or person prohibited by applicable laws without obtaining all required licenses and authorizations.

Customer agrees to provide ABGENICS with end-use certificates or other documentation as may be reasonably required to ensure compliance with export control regulations.

13. Dispute Resolution

These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or relating to these terms, or the breach thereof, shall be resolved by binding arbitration administered in Montgomery County, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

The prevailing party in any dispute shall be entitled to recover its reasonable attorney fees and costs from the other party.

14. Privacy

ABGENICS collects and processes business contact information (names, titles, email addresses, phone numbers, company details) solely for the purpose of fulfilling orders, managing customer relationships, and communicating about our products and services.

We do not sell, rent, or share your business information with third parties for their marketing purposes. Information may be shared with logistics providers, payment processors, and other service providers strictly as necessary to fulfill our obligations.

We implement reasonable administrative, technical, and physical safeguards to protect the confidentiality and security of customer information.

15. General Provisions

Severability

If any provision of these Terms & Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Entire Agreement

These Terms & Conditions, together with any accepted purchase orders and written agreements between the parties, constitute the entire agreement between ABGENICS and the Customer. Any conflicting terms in the Customer's purchase orders or other documents are hereby rejected unless expressly accepted in writing by ABGENICS.

No Waiver

The failure of ABGENICS to enforce any right or provision of these terms shall not constitute a waiver of such right or provision.

Assignment

Customer may not assign or transfer any rights or obligations under these terms without the prior written consent of ABGENICS. ABGENICS may assign these terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Changes to Terms

ABGENICS reserves the right to update or modify these Terms & Conditions at any time. Changes will be posted on our website and will apply to orders placed after the effective date. Continued business with ABGENICS after changes are posted constitutes acceptance of the revised terms.

16. Contact