Additional Terms and Conditions for Liquid Nitrogen Shipped Orders

Orders of Liquid Nitrogen Shipped Products (the “Products”) from Sigma-Aldrich, Inc. or an affiliate thereof (“Seller”) by any purchaser are subject to special shipping conditions and certain additional terms and conditions of sale, as set forth below.

BEFORE PLACING AN ORDER FOR THIS PRODUCT, PLEASE READ THE ADDITIONAL TERMS AND CONDITIONS SET FORTH IN THIS DOCUMENT. BY PLACING AN ORDER FOR THE PRODUCTS, YOU (the “Customer”) ACKNOWLEDGE AND ACCEPT THESE ADDITIONAL TERMS AND CONDITIONS.

Applicability. Seller’s acceptance of any order placed for the Products is expressly conditioned on Customer’s agreement to these Additional Terms and Conditions (the “Terms”). These Terms are supplemental to any commercial arrangement, including but not limited to Seller’s standard terms and conditions of sale or any supply agreements, between Customer and Seller for the purchase of Product (“Commercial Agreement”).  In the event of any conflict or inconsistency between the terms of this Agreement and any applicable Commercial Agreement, this Agreement shall prevail with respect to the shipping conditions related matters addressed herein, and the Commercial Agreement shall prevail with respect to all other matters.

Shipper Unit. The Products require the use of a specialized shipping container (“Shipper Unit”) that may be owned by a third party. For each shipment of Product ordered by Customer, in addition to the Product cost, Customer shall pay to Seller the applicable base fees for shipping as set forth in Seller’s order confirmation (the “Base Fees”), and any additional fees and expenses chargeable to Customer that may arise pertaining to, and subsequent to the placing of the order, such as, but not limited to, specialty courier charges (collectively, together with the Base Fees, the “Payment Obligations”). For each order of Products, Customer shall be responsible, at Customer’s sole cost, for all fees and expenses (which shall be included in the Payment Obligations) of the delivery of Shipper Units to and from such addresses that are set forth in the Customer’s order.

Standard Cycle and Cycle Fee Shipper Units. Unless otherwise agreed to by Seller per a separate written agreement, the standard cycle for an order of Products using a Shipper Unit is 7 business days (“Standard Cycle”). Customer agrees to pay a lease rate fee for such Standard Cycle (the “Cycle Fee”). The Cycle Fee is applicable starting the day the Shipper Unit is shipped from Seller’s facility. For any Shipper Unit that is not returned, upon the day after the Standard Cycle is completed, Customer shall be charged the full replacement costs for the non-returned Shipper Unit.

Rights to Shipper Units. Nothing contained in these Terms may be construed as conveying to Customer any right, title or interest in or to the Shipper Units. Customer recognizes and acknowledges that Customer has the right to maintain temporary possession of the Shipper Units conditional upon Customer’s compliance with these Terms. Customer shall not assign or sublease any of the Shipper Units or otherwise encumber or suffer a lien upon or against or otherwise convey any interest in any Shipper Units.

Maintenance and Use. Customer shall (a) use the Shipper Units in a careful and proper manner and in accordance with all applicable product protocols, guidelines and/or use restrictions, (b) not use or allow Shipper Units to be used for any unlawful purpose, (c) not modify or alter Shipper Units in any manner whatsoever, (d) not reverse engineer, disassemble or determine or attempt to determine the composition, production or characteristics of the Shipper Units (or any components thereof), (e) use every reasonable precaution to prevent loss or damage to the Shipper Unit and to prevent injury to persons and property, and (f) comply with all applicable laws, ordinances and regulations (including without limitation, all customs, import and export laws and regulations). Customer shall use Shipper Units only for the transport of frozen items which are specifically identified in the applicable order for the Products.

Loss or Damage to All Shipper Units. Customer shall bear all risk of loss, damage, theft, destruction, attachment, seizure or the like of or to Shipper Units (any such event, a “Casualty”), reasonable wear and tear excepted for the Shipper Units only, during the applicable Standard Cycle. No Casualty shall impair the obligations of the Customer to pay the Payment Obligations for any and all orders of the Product. Immediately upon Customer becoming aware of a Casualty, Customer shall provide Seller with written notice detailing such Casualty. At Seller’s sole option and upon notice to Customer, Customer shall promptly (a) reimburse Seller for the reasonable costs of repairing the affected Shipper Unit (but not exceeding the replacement value), or (b) pay Seller the replacement value in the case of a lost Shipper Unit or a Shipper Unit for which the cost of repair would exceed the replacement value.

Return of Shipper Units. On or before the expiration of the Standard Cycle, Customer shall return Shipper Units to the address specified in the order, free and clear of any claims, liens or encumbrances in a serviceable, emptied and clean condition without damage, except for reasonable wear and tear. Payment Obligations may include fees and expenses owing in the event of any (i) delay in the return of all Shipper Units beyond the applicable Standard Cycle, (ii) change (other than by Seller) made to any shipping address to which Shipper Units will be delivered, or (iii) change (other than by Seller) to the time of delivery for Shipper Units.

Indemnity. Seller shall not be responsible for any injuries, losses or liabilities to Customer or any third party resulting from or arising out of (a) the possession or use of Shipper Units, (b) any breach of any representation, warranty or covenant under these Terms or any inaccuracy of information supplied by Customer on an order, or (c) any failure to make any filings or to provide any information, that are true, complete and accurate in all respects, relating to the contents of Shipper Units. Customer shall indemnify, defend and hold harmless Seller from and against any and all injuries, losses or liabilities (of any type or nature whatsoever) resulting from or arising out of (i) the possession or use of Shipper Units by or on behalf of the Customer or its designee (without regard to cause or jurisdiction thereof), (ii) the breach of any representation, warranty or covenant under these Terms or any inaccuracy of information supplied by Customer on an order, or (iii) any failure to make any filings or to provide any information, that are true, complete and accurate in all respects, relating to the contents of Shipper Units.