READY-TO-FILL TERMS AND CONDITIONS

Last Modified: September 9, 2026

Effective Date: September 9, 2026

1. Overview

1.1. Introduction

The Afton Scientific website located at www.readytofill.com (together with any subdomains of readytofill.com, this “Site” or the “Ready-To-Fill Website”) is provided by Afton Scientific, LLC, a Virginia limited liability company (referred to in these Terms and Conditions as “Afton Scientific”, “we”, “us”, or “our”). The use of this Site and the placing of Orders are governed by these Ready-To-Fill Terms and Conditions (these “Terms and Conditions”) between Afton Scientific and each Person (referred to in these Terms and Conditions as “you” or “your”) who uses this Site or places Orders. By accessing or using this Site, you agree to be bound by the provisions of these Terms and Conditions and the Privacy Policy located at https://www.readytofill.com/privacy-policy/ (the “Privacy Policy”). By agreeing to these Terms and Conditions, Afton Scientific grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Ready-To-Fill Website in accordance with these Terms and Conditions. If you violate any of these Terms and Conditions, the foregoing limited license to use the Ready-To-Fill Website will automatically terminate. You agree to read these Terms and Conditions carefully.

1.2. Your Company

If you place any Orders through this Site or create or use a Ready-To-Fill Account (as defined below) on behalf of another person or entity (“Your Company”), you represent and warrant to us that you have the authority and authorization to bind Your Company to these Terms and Conditions, and in that case: (i) in Section 1.1 above and this Section 1.2, the term “you” refers jointly to you and Your Company, and (ii) in every other section of these Terms and Conditions except for Section 1.1 above and this Section 1.2, the terms “you” and “your” refer to Your Company. If you do not have such authority and authorization, or if you or Your Company do not agree to all of the provisions of these Terms and Conditions, neither you nor Your Company are permitted to access or use this Site.

1.3. Precedence

If you and Afton Scientific have entered into a separate written agreement that has been signed by an authorized manager or officer of Afton Scientific (a “Ready-To-Fill Order Agreement”) relating to the placing of Orders by you for Ready-To-Fill Products, then in the event of any conflict between the provisions of such Ready-To-Fill Order Agreement and the provisions these Terms and Conditions, the provisions of such Ready-To-Fill Order Agreement will take precedence and control. The provisions of these Terms and Conditions and any applicable Ready-To-Fill Order Agreement, will prevail over any of your general terms and conditions or purchase orders, including without limitation any purchase order referenced in or attached to an Order or Order Confirmation, regardless of whether or when you have submitted your purchase order or such terms. In the event of a conflict between the provisions of these Terms and Conditions (or any applicable Ready-To-Fill Order Agreement) and any provisions contained in any purchase order, confirmation, or other document or communication issued by you, the provisions of these Terms and Conditions (and any applicable Ready-To-Fill Order Agreement) will prevail. Fulfillment of your Order does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend these Terms and Conditions (or any Ready-To-Fill Order Agreement).

2. Privacy Policy

Our Privacy Policy (located at https://www.readytofill.com/privacy-policy/), explains how we collect and use your information. You acknowledge and agree that the provisions of the Privacy Policy are made a part of these Terms and Conditions.

3. Modification

As technology changes and as our business grows and develops, we may modify these Terms and Conditions and the Privacy Policy from time to time. When we modify these Terms and Conditions or the Privacy Policy, we will give you notice by posting the amended Terms and Conditions or Privacy Policy on the Ready-To-Fill Website. The amended Terms and Conditions and Privacy Policy will include an effective date, and they will be effective on that date. However, any changes to the governing law or dispute resolution provisions set forth in Sections 11 and 12 will not apply to any disputes for which Afton Scientific and you have received actual notice on before such effective date. If you continue to access or use this Site or place any Orders after the Terms and Conditions or the Privacy Policy are amended, you agree to be bound by the revised Terms and Conditions and Privacy Policy. If you do not agree with the updated Terms and Conditions and Privacy Policy, you agree that you will promptly (1) discontinue your use of the Ready-To-Fill Website, and (2) contact us at information@aftonscientific.com to request that your Ready-To-Fill Account be closed. If you choose to place any Orders through this Site, you agree that you will review these Terms and Conditions and the Privacy Policy before placing each Order and that by placing an Order you will be agreeing to the Terms and Conditions and Privacy Policy in effect on that date.

4. Definitions

As used in these Terms and Conditions:

4.1. “Affiliate” (collectively, “Affiliates”) means, with respect to a person, any other person directly or indirectly controlling, controlled by or under common control with the subject person.

4.2. “Afton Scientific Parties” (each, a “Afton Scientific Party”) means Afton Scientific, its Affiliates, and the officers, directors, shareholders, members, managers, employees, attorneys, and agents of any of the foregoing.

4.3. “Domestic Order” (collectively, “Domestic Orders”) means an Order to be shipped to one or more destinations in the United States.

4.4. “Freight and Shipping Charges” means the freight, shipping, and handling charges for an Order.

4.5. “International Order” (collectively, “International Orders”) means an Order to be shipped to one or more destinations outside of the United States.

4.6. “Import Taxes and Fees” means any and all duties, tariffs, Value-Added Tax (VAT), import taxes, or import fees associated with an International Order.

4.7. “Laws” (or “laws”) means all constitutions, treaties, ordinances, statutes, codes, rules, regulations, orders, injunctions, writs, or decrees of any government or political subdivision or agency thereof, or any court or similar entity established by any thereof, and the common law arising from final, non-appealable decisions of any government authority.

4.8. “Order” (collectively, “Orders”) means an order placed via the Ready-To-Fill Website by you or through your Ready-To-Fill Account for products or services sold, shipped, provided, or performed by Afton Scientific.

4.9. “Order Confirmation” (collectively, “Order Confirmations”) means the order confirmation or receipt displayed or sent by us to you for an Order.

4.10. “Ordered Products” (each, an “Ordered Product”) means the products included in an Order.

4.11. “Order Subtotal” means, with respect to an Order, the amount you are required to pay to Afton Scientific for such Order, as displayed through the Ready-To-Fill Website during the Order checkout process, excluding Taxes and excluding Freight and Shipping Charges.

4.12. “Order Total” means, with respect to an Order, the Order Subtotal, plus any Taxes or Freight and Shipping Charges that you are required to pay before we ship the Order.

4.13. “Person” (or “person”) means any individual, corporation, limited liability company, partnership, limited liability partnership, association, joint-stock company, trust, unincorporated organization, joint venture, court or government or political subdivision or agency thereof, any other business entity or legal entity, and any legal person.

4.14. “Ready-To-Fill Products” means products offered, manufactured, assembled, provided, or sold by Afton Scientific under its Ready-To-Fill® brand or through the Ready-To-Fill Website.

4.15. “Ready-To-Fill Documentation” means any information or documentation provided by us relating to the Ready-To-Fill Products, whether provided on this Site, with any Ordered Products, or otherwise.

5. Your Ready-To-Fill Account

5.1. Registration

In order to use certain features of the Ready-To-Fill Website or to place Orders, you must register with Afton Scientific and create an account (a “Ready-To-Fill Account”). Our registration process currently requires you to complete a signup form and provide your e-mail address and select a password (your “Login Credentials”) and provide certain information about Your Company. We may permit or require you to provide additional information in order to use certain features of the Ready-To-Fill Website or place Orders. As used in these Terms and Conditions, “Account Information” means all information associated with your Ready-To-Fill Account. You agree to update your Account Information, as necessary, to ensure that it remains current, accurate, and complete. You authorize us to verify your Account Information at any time. If any of your Account Information is untrue, inaccurate, incomplete, or not current, we retain the right, in our sole discretion, to suspend or terminate your Ready-To-Fill Account and your access to the Ready-To-Fill Website. You understand and agree that we may transfer, process, maintain, and store your Account Information in any country (or in multiple countries), including countries other than your country of residence or the country or countries where you use the Ready-To-Fill Website. You acknowledge and agree that we may use third party service providers to host the Ready-To-Fill Website and to process Orders and payments.

5.2. Your Responsibilities

You are responsible for maintaining the confidentiality of the Login Credentials used to access your Ready-To-Fill Account. You acknowledge and agree that you are responsible for any activities that occur through your Ready-To-Fill Account (including all Orders placed through your Ready-To-Fill Account), whether or not authorized by you. You agree to immediately notify us of any security breach associated with your Login Credentials or your Ready-To-Fill Account and of any unauthorized use of your Ready-To-Fill Account. We will not be liable for your losses caused by any unauthorized use of your Ready-To-Fill Account, and you acknowledge and agree that you will be liable for the losses of the Afton Scientific Parties or others due to such unauthorized use.

5.3. Permission to Use the Ready-To-Fill Website

Subject to your compliance with these Terms and Conditions, we grant you permission to access and use the Ready-To-Fill Website. The permission for you to use the Ready-To-Fill Website is further conditioned on the following: (a) you will not permit any person other than authorized employees, contractors, or agents of Your Company to access or use the Ready-To-Fill Website through your Ready-To-Fill Account; (b) you will not attempt to reverse engineer, alter, or modify any part of Ready-To-Fill Website; and (c) you will comply with all of the provisions of these Terms and Conditions. If you violate these Terms and Conditions, your permission to use the Ready-To-Fill Website will automatically terminate, and you will not be entitled to any refund of payments made to us. Your permission to access and use the Ready-To-Fill Website is personal, non-exclusive, non-assignable, non-sublicensable, and may be limited or revoked by us at any time. We reserve the right, in our sole discretion, to refuse service, to suspend or terminate your Ready-To-Fill Account.

6. Orders

6.1. Packaging Quantities, Vacuum Reminder, Crimping, and Markings

Stopper and seal pouch quantities are determined by weight, and quantities are approximate. Vials may contain small, incidental markings common to small batch depyrogenation of tightly packed vials. The Ready-To-Fill Products are vacuum-packed, and a loss of vacuum compromises sterility of the contents. You must always handle the Ready-To-Fill Products and the packaging carefully and must not use any Ready-To-Fill Products if the heat-sealed clear polybag appears loose or otherwise indicates a loss of vacuum seal. You are responsible for ensuring you have the appropriate crimping equipment required for the special container-closure system used. Please contact us if you have any questions.

6.2. Product Descriptions

We attempt to be provide product descriptions that are as accurate as possible. However, we do not warrant that product descriptions, the Ready-To-Fill Documentation, or other content on the Ready-To-Fill Website are accurate, complete, reliable, current, or error-free. If a Ready-To-Fill Product is not as described, your sole remedy is to exercise the options described in Section 6.10 below.

6.3. Prices

All prices are stated in U.S. Dollars. The prices listed on the Ready-To-Fill Website do not include Taxes, or Freight and Shipping Charges, or shipping, freight, or cargo insurance. Prices and availability are subject to change without notice. We cannot confirm the price of a product until you place your Order. In the event of a pricing error, we may refuse or cancel any Orders placed for that Ordered Product. If the correct price of an Ordered Product sold by Afton Scientific is higher than our stated price shown on this Site or in an Order Confirmation, we will, at our discretion, either contact you for instructions before shipping or refuse or cancel your Order and notify you of such cancellation and, if applicable, refund any amount prepaid by you for such Order pursuant to Section 6.6 below.

6.4. Taxes

The product prices listed on the Ready-To-Fill Website do not include any taxes, levies, duties, tariffs, or similar governmental assessments of any nature, including, for example, Import Taxes and Fees, sales tax, use taxes, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Orders. If Afton Scientific has the legal obligation to pay or collect Taxes for which you are responsible under this Section 6.4, we may include such Taxes in the Order Total or invoice you separately for that amount (unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority that exempts you from such Taxes), and you will pay such Taxes within thirty (30) days of receipt of the invoice therefor. For clarity, Afton Scientific is solely responsible for taxes assessable against it based on its income, property, and employees.

6.5. Payment Information and Processing

You are responsible for making full and complete payment for all Orders, including the Order Total, Taxes, and Freight and Shipping Charges. If you choose to place an Order, you acknowledge and agree that you will provide complete and accurate billing contact and payment information as requested by Afton Scientific (your “Payment Information”). You may be required to pay for Orders by credit card, debit card, ACH, or other electronic payment, and you authorize us to charge any credit card(s), debit card(s), or bank accounts that you include as part of your Payment Information for all payments owed for such Orders. Subject to the Privacy Policy, your Payment Information may be transmitted to and stored by a third party payment processor. We currently use Stripe, LLC (or its Affiliates) (collectively, “Stripe”), a third party payment processor, to process payments for Orders. Your Payment Information collected through the Ready-To-Fill Website is transmitted directly to Stripe and is not stored by Afton Scientific. You acknowledge and agree that the processing of payments for Orders is subject to the Stripe Consumer Terms of Service (https://stripe.com/legal/consumer) or the Stripe Services Agreement (https://stripe.com/legal/ssa) and the Stripe Privacy Policy (https://stripe.com/privacy) and that we are not responsible for any acts or omissions of Stripe.

6.6. Payment Requirements

Except as otherwise provided in an applicable Ready-To-Fill Order Agreement:

6.6.1. You are responsible for, and will pay, all applicable Freight and Shipping Charges. For International Orders: (a) unless we calculate the Freight and Shipping Charges prior to shipment and specifically list and include the Freight and Shipping Charges in the Order Total, all International Orders will be shipped COD (Collect on Delivery / Cash on Deliver), and you agree to pay the Freight and Shipping Charges to the shipping carrier upon delivery, and (b) you are responsible for all required Import Taxes and Fees, and unless specifically listed and included in the Order Total, you agree to directly pay all Import Taxes and Fees to the applicable governmental authorities.

6.6.2. Any amount not paid when due shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid in full. In addition to interest, Client shall reimburse Vendor for all reasonable costs of collection, including attorneys’ fees. Vendor may suspend performance of any further obligations under this Agreement if any invoice remains unpaid for more than thirty (30) days past its due date.”

6.6.3. For each Order with an Order Subtotal that is equal to or more than $20,000, (a) you are required to pay a non-refundable deposit (an “Order Deposit”) equal to fifty percent (50%) deposit of the Order Subtotal by credit card, debit card, ACH, or other electronic payment at the time you place the Order, and (b) when we notify you that the Order is ready for shipment, you are required to pay, by credit card, debit card, ACH, or other electronic payment, (i) the balance of the Order Total, and (A) for Domestic Orders, the Freight and Shipping Charges and any applicable Taxes calculated during the Order checkout process, and (B) for International Orders, any Freight and Shipping Charges and applicable Taxes calculated prior to shipment.

6.6.4. For any Taxes that Afton Scientific is required to collect or pay and which were not either already paid by you prior to shipment of your Order or paid by you directly to the applicable governmental authorities upon delivery, we will separately invoice you for such duties, tariffs, or other Taxes after import or delivery, and you are required to pay such invoice within thirty (30) days of your receipt thereof.

6.6.5. We will not ship an Order until full payment of the Order Total (excluding any Taxes or Freight and Shipping Charges to be invoiced or paid separately) has been received. All payments to Afton Scientific must be made in U.S. Dollars.

6.7. Charge Backs

In no event are we responsible for any failure to process payment for any Orders. In the event of a charge back by a credit card or debit card company, a returned check, a reversed ACH or electronic payment, or any similar action by a payment provider or payment processor (a “Charge Back”), you agree that we may suspend or cancel any affected Orders, redirect any shipments associated with such Orders, and/or suspend, close, or terminate your Ready-To-Fill Account. The occurrence of a Charge Back does not relieve you of your payment obligations under these Terms and Conditions. You agree that you will promptly reimburse us for any expenses or fees incurred by us as a result of such Charge Back.

6.8. Shipping, Title and Risk of Loss

6.8.1. The Ordered Products will be shipped within a reasonable period of time, subject to product availability. We may, in our sole discretion, without liability or penalty, make partial shipments to you of the Ordered Products. Orders will be shipped to the address specified by you through the Ready-To-Fill Website when you place your Order.

6.8.2. All Orders are shipped only by freight. All Ordered Products purchased from Afton Scientific are made pursuant to a shipment contract, and the title and risk of loss for such Ordered Products pass to you upon our delivery to the carrier. You are solely responsible for obtaining and paying for any desired shipping, freight, or cargo insurance. We will not be liable for any delays, loss, or damage in transit, except to the extent caused by our gross negligence or willful misconduct. You will be responsible for any and all unloading costs and provide any equipment and labor reasonably necessary and suited for receipt of the Ordered Products. If for any reason you fail to accept delivery of any of any Ordered Products, or if we or the carrier are unable to deliver such Ordered Products because you have not provided appropriate instructions, documents, licenses or authorizations: (i) such products shall be deemed to have been delivered; and (ii) we may, at our option, store the Ordered Products until you pick them up, in which case you will be liable for all related costs and expenses (including storage and insurance).

6.9. Missing Products or Wrong Quantity

The quantity of any installment of Ordered Products as recorded by us upon dispatch from our facility is conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary. We will not be liable for any non-delivery of Ordered Products unless you give us written notice of the non-delivery within five (5) days of the date when the Ordered Products would have been received in the ordinary course of events. Any liability of Afton Scientific for non-delivery of any Ordered Products will be limited to delivering the missing Ordered Products within a reasonable time or issuing you a credit for that portion of the Order Subtotal that corresponds to the missing Ordered Products.

6.10. Order Inspection

You will inspect the Ordered Products within ten (10) days after receipt (the “Inspection Period”). You will be deemed to have accepted the Ordered Products unless you give us written notice of any Nonconforming Products during the Inspection Period and provide such written evidence, photographic or video evidence, or other documentation as we may reasonably request. “Nonconforming Products” means only the following: (a) the products shipped are different than identified in your Order; or (b) products shipped materially differ from the description on this Site for such Ordered Products. If you timely notify us of any Nonconforming Products, we will, in our sole discretion, (i) replace such Nonconforming Products with conforming products, or (ii) issue to you a credit for the portion of your Order Subtotal that applies to such Nonconforming Products. If we exercise our option to replace Nonconforming Products, we will ship the replacement Ordered Products to you at the address to which the Nonconforming Products were previously shipped to you, which will be at your expense and risk of loss. Except as provided in this Section 6.10, all sales of Ordered Products are made on a one-way basis and you have no right to return, reject, or refuse any Ordered Products. You acknowledge and agree that the remedies set forth in this Section 6.10 are your exclusive remedies for the delivery of Nonconforming Products.

6.11. Order Cancellations

All sales are final and you may not cancel any Orders. We reserve the right to cancel any Order, in whole or in part, at any time and for any reason, including without limitation for pricing errors, items that are out of stock or unavailable, or your violation of any provision of these Terms and Conditions (or any Ready-To-Fill Order Agreement). If we cancel any of your Orders, in whole or in part, we will issue you a full refund for all payments received by us for the portions of the Order cancelled by us, which will be your sole and exclusive remedy in the event of such cancellation.

7. Export Compliance

You acknowledge that the Ready-To-Fill Products, the Ready-To-Fill Documentation, and any related goods or services supplied by Afton Scientific may be subject to U.S. and other applicable export control and sanctions laws, including the Export Administration Regulations (“EAR”) and regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”). Unless otherwise stated by Afton Scientific in writing, the goods are classified as EAR99. You shall comply with all applicable export, re-export, transfer, sanctions, embargo, end-use, and end-user restrictions and shall be solely responsible for obtaining any required licenses, approvals, or authorizations. You shall not, directly or indirectly, export, re-export, sell, transfer, divert, or provide access to any goods, software, technology, documentation, or services supplied or provided by Afton Scientific to any prohibited country, restricted party, sanctioned person, or prohibited end use, or in any manner that would cause Afton Scientific to violate applicable law. You shall provide end-use, end-user, destination, and compliance information reasonably requested by Afton Scientific. Afton Scientific may suspend performance, refuse shipment, cancel any Order, or terminate these Terms and Conditions (and any applicable Ready-To-Fill Order Agreement) without liability if Afton Scientific determines that performance may violate applicable export control or sanctions laws or if you fail to provide requested compliance assurances. Any breach of this Section 7 shall constitute a material breach of these Terms and Conditions.

8. Our Trademarks

The names Ready-To-Fill, Afton, Afton Scientific, The Afton Advantage, and the graphics, icons, logos, service names, product names, designs, and layouts associated with the Ready-To-Fill Products, our other products and services, and this Site are the trademarks, service marks, or trade dress of Afton Scientific (collectively, our “Trademarks”). You acknowledge and agree that you will not use any of our Trademarks (including as part of other trademarks, service marks, trade dress, and/or Internet domain names) in connection with any product, service, or website in any manner that is likely to cause confusion, dilution, or tarnishment of our Trademarks. All other trademarks, service marks, and trade dress are the property of their respective owners.

9. Indemnification

You agree to indemnify, defend, and hold harmless the Afton Scientific Parties from, against, and with respect to any and all liabilities, claims, losses, damages (including without limitation property damage and all incidental, consequential, punitive, special, and exemplary damages), injuries (including without limitation personal injury, sickness, and death), interest, fines, taxes, premiums, assessments, penalties, costs, and expenses (collectively, “Claims”), including without limitation any and all attorneys’ fees, paraprofessionals’ fees, and expenses incurred in the defense of Claims (whether or not a suit is instituted and, if so instituted, through all trial and appellate levels), arising out of or related to: (a) your use of and access to the Ready-To-Fill Website; (b) the use of your Ready-To-Fill Account (whether by you or any other person); (c) your breach or violation of any provision of these Terms and Conditions (or any applicable Ready-To-Fill Order Agreement); (d) our exercise of any rights or licenses granted by you to us (including the use of your Account Information); (e) any inaccuracy in or breach of any of the representations or warranties made by you; (f) your violation or alleged violation of any law, including any applicable export control or sanctions laws, or infringement of any third party right, including without limitation any intellectual property rights or privacy rights; (g) any breach of your obligations under Section 7 above; (h) your negligence, recklessness, or willful misconduct; or (i) the use of the Ordered Products by you or by any other person. Afton Scientific will have the exclusive right: (A) to select legal counsel to defend Claims, (B) to direct the defense or settlement of Claims, (C) to make, accept, or reject any offers of settlement of Claims, (D) to enter into any settlement, and (E) to admit or deny fault or liability. You agree that if you breach any of the provisions of these Terms and Conditions (or any applicable Ready-To-Fill Order Agreement), you will pay all costs, including reasonable attorneys’ fees, incurred by Afton Scientific in connection with any litigation relating to such breach. Notwithstanding the foregoing, nothing in these Terms and Conditions requires you to indemnify, defend, or hold harmless the Afton Scientific Parties (or any other person) for any Claims to the extent that such Claims occur solely as a result of our gross negligence or willful misconduct. The provisions of this Section 9 apply to the fullest extent permitted by applicable law. Your obligations under this Section 9 will survive the deletion, closure, expiration, or termination of your Ready-To-Fill Account or the expiration or termination of Terms and Conditions.

10. Disclaimers and Limitation of Liability

The provisions of this Section apply to the maximum extent permitted under applicable law.

10.1. TO THE FULLEST EXTENT PERMITTED BY LAW, THE READY-TO-FILL PRODUCTS AND THE READY-TO-FILL DOCUMENTATION ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.

10.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AFTON SCIENTIFIC PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND. WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, RELATING TO (A) ANY ORDERS PLACED BY YOU OR THROUGH YOUR READY-TO-FILL ACCOUNT (AND ANY PRODUCTS OR SERVICES PROVIDED OR SHIPPED BY AFTON SCIENTIFIC PURSUANT TO SUCH ORDERS), (B) THE READY-TO-FILL WEBSITE OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, (C) THE READY-TO-FILL PRODUCTS OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, OR (D) THE READY-TO-FILL DOCUMENTATION OR THE USE THEREOF BY YOU OR ANY OTHER PERSON. NONE OF THE AFTON SCIENTIFIC PARTIES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SECURITY, RELIABILITY, QUALITY, ACCURACY, COMPLETENESS, APPROPRIATENESS, LEGALITY, SAFETY, OR AVAILABILITY OF (A) ANY ORDERS PLACED BY YOU OR THROUGH YOUR READY-TO-FILL ACCOUNT (OR ANY PRODUCTS OR SERVICES PROVIDED OR SHIPPED BY AFTON SCIENTIFIC PURSUANT TO SUCH ORDERS), (B) THE READY-TO-FILL WEBSITE OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, (C) THE READY-TO-FILL PRODUCTS OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, OR (D) THE READY-TO-FILL DOCUMENTATION OR THE USE THEREOF BY YOU OR ANY OTHER PERSON. WITHOUT LIMITING THE FOREGOING, NONE OF THE AFTON SCIENTIFIC PARTIES REPRESENTS OR WARRANTS THAT THE READY-TO-FILL WEBSITE OR THE READY-TO-FILL DOCUMENTATION WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, OR THAT THE READY-TO-FILL WEBSITE, THE READY-TO-FILL DOCUMENTATION, OR THE READY-TO-FILL PRODUCTS WILL OTHERWISE MEET ANY OF YOUR NEEDS OR EXPECTATIONS.

10.3. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE AFTON SCIENTIFIC PARTIES WILL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON ARISING OUT OF, RELATED TO, OR ASSOCIATED WITH (A) ANY ORDERS PLACED BY YOU OR THROUGH YOUR READY-TO-FILL ACCOUNT (AND ANY PRODUCTS OR SERVICES PROVIDED OR SHIPPED BY AFTON SCIENTIFIC PURSUANT TO SUCH ORDERS), (B) THE READY-TO-FILL WEBSITE OR YOUR USE THEREOF, (C) THE READY-TO-FILL DOCUMENTATION OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, (D) THE READY-TO-FILL PRODUCTS OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, (E) THE PERFORMANCE OR NON-PERFORMANCE BY AFTON SCIENTIFIC OF ANY OF OBLIGATIONS UNDER THESE TERMS AND CONDITIONS (OR UNDER ANY READY-TO-FILL ORDER AGREEMENT), OR (F) THE OPERATION OR MALFUNCTION OF THE READY-TO-FILL PRODUCTS, REGARDLESS OF WHETHER OR NOT YOU OR ANY PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE AFTON SCIENTIFIC PARTIES TO YOU OR ANY OTHER PERSON FOR ANY REASON AND UPON ANY CAUSE OF ACTION (WHETHER BASED IN TORT, CONTRACT, OR ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY) ARISING OUT OF OR RELATING TO (A) ANY ORDERS PLACED BY YOU OR THROUGH YOUR READY-TO-FILL ACCOUNT (OR ANY PRODUCTS OR SERVICES PROVIDED OR SHIPPED BY AFTON SCIENTIFIC PURSUANT TO SUCH ORDERS), (B) THE READY-TO-FILL WEBSITE OR YOUR USE THEREOF, (C) THE READY-TO-FILL DOCUMENTATION OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, (D) THE READY-TO-FILL PRODUCTS OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, OR (E) THE OPERATION OR MALFUNCTION OF THE READY-TO-FILL PRODUCTS, WILL BE LIMITED TO THE LESSER OF YOUR ACTUAL DAMAGES OR THE SUM OF ONE THOUSAND DOLLARS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, NON-INFRINGEMENT, AND OTHER CAUSES OF ACTION OR ALLEGATIONS.

10.5. You and Afton Scientific acknowledge that the disclaimers and limitations of liability in this Section 10 represent the bargained for allocations of risk, and that the consideration received by Afton Scientific from you under these Terms and Conditions (including the payments made by you for any Orders) represents such allocations of risk. You acknowledge and agree: (a) that neither Afton Scientific nor any person acting, or purporting to act, on behalf of Afton Scientific has made any representations to you other than those representations expressly made by Afton Scientific in these Terms and Conditions (or in any Ready-To-Fill Order Agreement), and (b) that in connection with your acceptance of these Terms and Conditions, you have not relied upon any representations made by Afton Scientific or any person acting, or purporting to act, on behalf of Afton Scientific other than those representations and warranties expressly made by Afton Scientific in these Terms and Conditions (or in any Ready-To-Fill Order Agreement).

11. Governing Law and Interpretation

These Terms and Conditions will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the applicable federal laws of the United States, without regard to the conflicts of law provisions of any jurisdiction. Without limiting the foregoing provision, you and Afton Scientific expressly agree: (a) that the Virginia Uniform Computer Information Transactions Act, Virginia Code §§ 59.1-501.1 et seq. (“UCITA”), and the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) are expressly excluded from these Terms and Conditions, (b) that any and all terms contained in UCITA or CISG will have no force or effect on any portion of these Terms and Conditions, and (c) that UCITA and CISG do not apply to these Terms and Conditions or any Orders placed by you or any other sales or transactions between you and Afton Scientific. If any ambiguity or question of intent or interpretation arises, these Terms and Conditions will be construed as if drafted jointly by Afton Scientific and you, and no presumptions or burden of proof will arise favoring or disfavoring Afton Scientific or you by virtue of authorship of any of the provisions of these Terms and Conditions. We retain all rights at law and in equity to enforce the provisions of these Terms and Conditions in accordance with applicable laws.

12. Dispute Resolution

12.1. Time Period for Bringing Claims

TO THE EXTENT PERMITTED BY LAW: YOU MUST COMMENCE OR FILE ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO (A) THESE TERMS AND CONDITIONS, (B) ANY ORDERS, (C) THE READY-TO-FILL WEBSITE, (D) ANY READY-TO-FILL PRODUCTS, (E) THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON, OR (F) THE PERFORMANCE OR NON-PERFORMANCE BY YOU OR AFTON SCIENTIFIC OF ANY OBLIGATIONS UNDER THESE TERMS AND CONDITIONS WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE THE RIGHT TO COMMENCE OR FILE ANY SUCH CLAIM OR ACTION UNDER ANY LONGER STATUTE OF LIMITATIONS.

12.2. Venue

Any and all claims or disputes arising out of or relating to (a) these Terms and Conditions (or any Ready-To-Fill Order Agreement), (b) any Orders, (c) the Ready-To-Fill Website, (d) the Ready-To-Fill Products, (e) the use of any of the foregoing by you or any other Person, (f) the performance or non-performance by you or Afton Scientific of any of obligations under these Terms and Conditions, or (g) the actual or alleged infringement by you or any of the Afton Scientific Parties or Affiliates, or the Ready-To-Fill Website of any intellectual property rights, will be commenced and maintained only in a state or federal court of competent subject matter jurisdiction situated or located in the City of Charlottesville, Virginia. YOU AND AFTON SCIENTIFIC BOTH CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN ANY SUCH COURT (AND IN ANY OF THE APPROPRIATE APPELLATE COURTS THEREFROM) AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION (INCLUDING WITHOUT LIMITATION ANY OBJECTION BASED ON INCONVENIENT FORUM) WHICH YOU OR AFTON SCIENTIFIC MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT.

12.3. Waiver of Jury Trial

YOU AND AFTON SCIENTIFIC IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU OR AFTON SCIENTIFIC MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO (A) THESE TERMS AND CONDITIONS (OR ANY READY-TO-FILL ORDER AGREEMENT), (B) ANY ORDERS, (C) THE READY-TO-FILL WEBSITE, (D) THE READY-TO-FILL PRODUCTS, (E) THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON, (F) THE PERFORMANCE OR NON-PERFORMANCE BY YOU OR AFTON SCIENTIFIC OF ANY OF OBLIGATIONS UNDER THESE TERMS AND CONDITIONS, OR (G) ACTUAL OR ALLEGED INFRINGEMENT BY YOU OR BY ANY OF THE AFTON SCIENTIFIC PARTIES OF ANY INTELLECTUAL PROPERTY RIGHTS. YOU CERTIFY AND ACKNOWLEDGE THAT: (1) NONE OF THE AFTON SCIENTIFIC PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AFTON SCIENTIFIC WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (2) YOU HAVE CAREFULLY CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (3) YOU ARE MAKING THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (4) YOU HAVE BEEN INDUCED TO ENTER INTO THESE TERMS AND CONDITIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION.

13. Acceptable Use Policy

13.1. No Disruptive Activities

We want all of our customers to enjoy a high quality experience when using the Ready-To-Fill Website. You agree that you will not:

13.1.1. Send any content or materials to or through this Site that do not comply with these Terms and Conditions;

13.1.2. Access or use this Site using the Ready-To-Fill Account of another customer;

13.1.3. Circumvent, compromise, or undermine the security or integrity of this Site, or attempt to do so;

13.1.4. Probe, scan, or test the vulnerability of this Site, or any systems, networks, servers, computers, devices, or equipment owned or controlled by any of the Afton Scientific Parties or our customers;

13.1.5. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of this Site, or any server, network, computer, device, system, or database owned or controlled by any of the Afton Scientific Parties (or any of our customers) or related to, associated with, or connected to the Ready-To-Fill Website;

13.1.6. Use any automated device, process, or means (such as robots or spiders) to access or use the Ready-To-Fill Website for any purpose, including monitoring or copying any Ready-To-Fill Documentation;

13.1.7. Attack the Ready-To-Fill Website via a denial-of-service or distributed denial-of-service attack;

13.1.8. Use the Ready-To-Fill Website in any manner that we believe could disable, overburden, damage, impair, or interfere with the proper operation of this Site;

13.1.9. Interfere with or disrupt the performance or integrity of the Ready-To-Fill Website or any data transmitted by or through the Ready-To-Fill Website;

13.1.10. Engage in any other conduct that, in our determination, restricts or inhibits anyone’s use or enjoyment of the Ready-To-Fill Website or that may harm any of the Afton Scientific Parties or our customers or expose the Afton Scientific Parties or our customers to liability; or

13.1.11. Transmit any viruses, Trojan horses, worms, malware, or other material which is malicious or technologically harmful through the Ready-To-Fill Website.

14. Force Majeure

The Afton Scientific Parties shall not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms and Conditions, for any failure or delay in fulfilling Order or performing any term of these Terms and Conditions if such failure or delay is caused by, results from, or arises out of acts or circumstances beyond the reasonable control of Afton Scientific, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, lock-outs, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the force majeure conditions continue uninterrupted for more than one hundred eighty (180) days, you shall be entitled to give us written notice terminating any Orders affected by such force majeure conditions.

15. Termination

We reserve the right, without any liability to you, to modify, suspend, disable, delete, close, or terminate your Ready-To-Fill Account or your Account Information (in whole or in part), and to suspend or terminate your permission to access and use the Ready-To-Fill Website for violation of these Terms and Conditions (or any Ready-To-Fill Order Agreement), or for any other reason. If you wish to end your relationship with us, you may request the closure of your Ready-To-Fill Account at any time by contacting us at information@aftonscientific.com. After the closure of your Ready-To-Fill Account, we may retain your Account Information indefinitely for accounting, legal, and other purposes. These Terms and Conditions and all rights and permission granted by Afton Scientific to you will automatically terminate upon the closure, deletion, or termination of your Ready-To-Fill Account. Any termination, cancellation, or expiration of these Terms and Conditions notwithstanding (and notwithstanding the closure, deletion, or termination of your Ready-To-Fill Account or your stopping using the Ready-To-Fill Website), Sections 6, 8, 9, 10, 11, 12, 13, 14, and 16, and provisions which are by their terms intended to survive and continue, will survive and continue.

16. Miscellaneous

16.1. Relationship Between You and Afton Scientific; No Third-Party Beneficiaries

Nothing in these Terms and Conditions will be construed as creating any partnership, joint venture, franchise, employment relationship, or agency relationship in any way between you and any of the Afton Scientific Parties. You will not have apparent or actual authority to bind any of the Afton Scientific Parties to any debt, contract, or other arrangement. Nothing in these Terms and Conditions is intended, nor will be deemed, to confer any rights or remedies upon any Person other than the Afton Scientific Parties and you.

16.2. Further Assurances

You agree to execute, acknowledge, and deliver all such further documents, and take such further action, as may be reasonably required to carry out and consummate the transactions contemplated by these Terms and Conditions.

16.3. Severability; Non-Waiver

If any provision of these Terms and Conditions is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and will not affect the validity or enforceability of any of the remaining provisions of these Terms and Conditions. No waiver by us, and no failure by us to exercise any of our rights or remedies hereunder, will be deemed to constitute a waiver of such provision, right, or remedy in the future, or of any other provision, right, or remedy hereunder, unless such waiver is set forth in a written instrument signed by an authorized manager or officer of Afton Scientific.

16.4. No Assignment

These Terms and Conditions are personal to you. Neither these Terms and Conditions nor any of your rights or obligations may be sold, transferred, delegated, or assigned by you without our prior written consent, and any attempt to do so without such consent will be void, and no rights will devolve by operation of law or otherwise upon any assignee, receiver, liquidator, trustee, or other person. Subject to the foregoing, these Terms and Conditions will be binding upon and inure to the benefit of the parties and their respective successors, assigns, and legal representatives.

16.5. Headings and General Construction

The descriptive headings in these Terms and Conditions are inserted for convenience only and do not constitute a part of these Terms and Conditions. Throughout these Terms and Conditions, unless the context requires otherwise, the use of the singular includes the plural, and vice versa, and the referents of masculine, feminine, and gender neutral pronouns shall not be limited to referents of the specified gender. The words “include”, “includes”, and “including” are not limiting, the word “or” is not exclusive, and the word “herein” refers to these Terms and Conditions.

16.6. Entire Agreement

These Terms and Conditions (and any applicable Ready-To-Fill Order Agreement) contain the entire agreement and understanding between you and us with respect to (a) your use of the Ready-To-Fill Website, the Ready-To-Fill Documentation, the Ready-To-Fill Products, and (b) all Orders placed by you through the Ready-To-Fill Website, and these Terms and Conditions supersede and replace any other prior or contemporaneous agreements, terms, or conditions applicable to the subject matter of these Terms and Conditions.

17. Contacting Us

If you have any questions about these Terms and Conditions, the Privacy Policy, the Ready-To-Fill Products, or your Ready-To-Fill Account, you may contact us by email at information@aftonscientific.com or by phone at +1 434-979-3737.