Terms & Conditions

Updated Nov. 2025

Agreement: These standard terms and conditions (“Terms”) and the quotation, if any, and the Supplementary Terms, if any, constitute the agreement (“Agreement”) between you (“Customer”) and Ziab, Inc. (“Ziab”) for the purchase of any product (“Product”). The Customer agrees to accept and be bound by the Agreement by placing an order (“Order”) for a Product on Ziab’s website or if Customer receives sales or ordering documents that reference these Terms. The Agreement is formed between the Ziab entity listed on the quote or Invoice and Customer when Customer receives confirmation that Ziab has accepted the Order.

Some of Ziab’s products and services are subject to intellectual property licenses or other contract terms that Customer will not find here (“Supplementary Terms”). If Supplementary Terms exist for the Products purchased, the Supplementary Terms shall be provided in a quotation, order acknowledgment, product insert, or written agreement that accompanies or is associated with the products purchased.

Ziab’s acceptance of any Order by Customer is expressly conditioned on Customer agreement to this Agreement. The date Ziab accepts Customer’s Order is the effective date (“Effective Date”) of the Agreement. Unless otherwise agreed in writing signed by authorized representatives of Ziab and Customer, any term, condition, or provision that is in addition to or different from the provisions of this Agreement are not binding on Ziab or Customer.

Purchase Orders and Invoices

Ziab shall sell to Customer, and Customer shall accept and pay for all Products ordered by Customer pursuant to an Order that has been accepted by Ziab. All Orders are subject to acceptance by Ziab either in writing or by shipping Products. Ziab may accept any Order in whole or in part. Ziab shall issue invoices to Customer on a regular basis for goods and services for which a purchase order is issued.

Price

Customer shall pay the prices specified in an Order or, if no price is specified in the Order, the price set forth in Ziab’s standard price list in effect on the date that Ziab accepts the Order. All prices are subject to change without notice. Customer is responsible for all delivery and handling charges, taxes, or other amounts payable to governmental authorities in connection with applicable transactions.

Prices do not include insurance, shipping, transportation, duties, fees, handling, or other special charges. Customer shall be responsible for such charges with the issuance of its purchase order and, to the extent paid by Ziab, hereby authorizes Ziab to include such charges in its invoices to Customer.

Payment

Customer shall pay issued invoices within thirty (30) calendar days of invoice date in the currency specified on the invoice. Customer will be charged only for Products shipped. Products placed on back order will be charged when shipped. Late payments are subject to interest at 1.5% per month (12% annually). Ziab may delay delivery, place orders on hold, or terminate services due to late payment.

Shipment

All products, materials, and services are delivered ExWorks (Incoterms 2020) at Ziab’s facility. If Customer has not specified a carrier in the Order, Ziab may select the carrier and charge Customer for shipping. The carrier is not Ziab’s agent. Ziab may make shipments in installments.

Inspection and Returns

Customer may request to return products that are damaged or defective upon delivery, but must contact Ziab Customer Service within fifteen (15) business days to request a Return Authorization. No returns are accepted without authorization. Products must be returned within fifteen (15) business days and in original condition. A restocking fee of 25% may apply for non–Ziab-error returns.

Ziab must be notified of non-delivery within five (5) business days of invoice date. Incorrect shipments must be reported within five (5) business days of receipt. Ziab will either ship the correct product or credit Customer for the purchase price and shipping.

Bulk and custom Orders are not eligible for cancellation, return, or refund. Damage occurring during transit must be claimed with the carrier. Distributor-related issues must be addressed with the distributor.

Title

Title to products and materials passes to Customer when delivered to the carrier, subject to the limitations in this Agreement.

Use and License

Unless otherwise agreed in writing: (a) Products are for research use only; (b) Products may not be used for diagnostic, therapeutic, agricultural, or human use; (c) Products and derivatives shall not be copied, replicated, sequenced, or reverse engineered; (d) purchase grants only a nontransferable right to use the Products consistent with this Agreement; (e) Products may not be resold or transferred; and (f) Products may not be used for Commercial Purposes unless expressly permitted.

“Commercial Purposes” include: (1) using Products to provide a service or data; (2) using Products for therapeutic or diagnostic purposes, or in clinical trials; (3) reselling Products or components.

Customer is solely responsible for ensuring Products are suitable for their use, and for obtaining any required regulatory or intellectual property permissions.

Customer shall not attempt to reverse engineer, analyze, or replicate any Product. Any progeny or derivatives are owned by Ziab.

Export Controls

Products and information are subject to U.S. export control laws. Customer may not export, re-export, transfer, or dispose of Products in violation of U.S. law. Customer represents that it is not listed on any U.S. restricted party list.

Limited Warranty

Ziab warrants that each Product meets specifications on its datasheet when used properly. Ziab will replace Products not conforming to specifications unless Customer altered or misused them. Warranty lasts until expiration or specified use limit.

Liability Limitations

IN NO EVENT SHALL ZIAB OR CUSTOMER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR REVENUE.

ZIAB’S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE APPLICABLE PRODUCTS. ZIAB IS NOT LIABLE FOR PROCUREMENT OF SUBSTITUTE GOODS.

Term

The term of this Agreement is one (1) year beginning on the Effective Date. Sections 1, 4, and 6–16 survive expiration or termination.

Waiver

No oral statements by Ziab representatives constitute a waiver of any provision. Failure to exercise rights is not a waiver of future enforcement.

Entire Agreement

This Agreement is the complete agreement between Customer and Ziab. If conflicts arise, priority is: (a) quotation; (b) Supplementary Terms; (c) this Agreement. Any conflicting Customer terms are rejected.

Disputes and Governing Law

All disputes shall be resolved in Pennsylvania state or federal courts. Pennsylvania law governs. Claims must be filed within one year. Notices to Ziab must be sent to: 1441 Woodmont Lane, NW #604, Atlanta, GA 30318 and info@Ziab.com.

Miscellaneous

Provisions related to warranty, confidentiality, indemnification, and liability survive termination. Invalid provisions are removed without affecting the remainder. Customer may not assign obligations without Ziab’s written consent.