General Purchase Terms and Conditions
1. Applicability. These terms and conditions of sale (these “Terms”) are the only terms which govern the purchase of Products or services (“Products”) by MycoTechnology, Inc. (“Purchaser”) to the supplier of
such Products (“Supplier”). The purchase order from Purchaser for the Products (“Purchase Order” or
“PO”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between
the parties, and supersede all prior or contemporaneous agreements, understandings, representations, written or
oral, regarding the purchase of Products. Unless Supplier notifies Purchaser to the contrary within three
(3) days after issuance of the Purchase Order, Supplier shall be deemed to have accepted these Terms and
Purchaser may rely on this fact in performing. These Terms prevail over any inconsistent, contrary or
additional terms related to the Products in any quote, invoice or any other document from Supplier (and this
shall serve as Purchaser’s objection under UCC §2- 207(2)(c) to any such terms). Acceptance of Products
does not constitute acceptance of any of Supplier’s terms or conditions nor serve to modify or amend these
Terms. These Terms may only be amended or modified in a writing that specifically states that it amends these
Terms and is signed by an authorized representative of Purchaser. Notwithstanding anything herein to the
contrary, if a separate written contract signed by both parties is in existence covering the purchase of the
Products covered hereby, the terms and conditions of said contract shall prevail to the extent they are
inconsistent with these Terms.
2. Shipping. Applicable to purchase of tangible goods only: The Products purchased hereunder must be
suitably packed and prepared for shipment to comply with any specific transportation specifications of
Purchaser. All charges for packing, crating and transportation are included in the price of the Products
except as otherwise specifically stated on the Purchase Order. A Packing List shall accompany each box or
package shipment showing the order number specified hereon as well as the item number and a description of
the Products. If no such Packing List accompanies any shipment, Purchaser’s count or weight or other measure
shall be final and conclusive. Purchaser shall not be obligated to accept any shipments in excess of the
ordered quantity and any excess or advance shipments may be returned to Supplier at Supplier’s expense.
3. Delivery. Time is of the essence in the performance of the Purchase Order. Deliveries shall be strictly in
accordance with the quantities and schedule specified in the Purchase Order. Supplier shall immediately notify
Purchaser of any expected delays giving the reasons therefor and estimated duration of the delay, and unless
Purchaser agrees otherwise in writing, shall use best effort, at Supplier’s sole cost, to avoid or minimize the
delay to the maximum extent possible including the expenditure of premium time and shipping. The
foregoing requirements are in addition to all of Purchaser’s other rights and remedies as may be
provided by law or this Order.
4. Title and Risk of Loss. Title and risk of loss passes from Supplier to Purchaser upon delivery of the
Products to Purchaser at Purchaser’s facility. Passing of title shall not constitute acceptance of the Products by
Purchaser nor relieve Supplier of any of its obligations hereunder.
5. Inspection, Acceptance and Rejection of Products. All Products are subject to final inspection
and acceptance by Purchaser. Purchaser’s failure to inspect any of the Products hereunder shall neither
relieve Supplier from responsibility for such Products nor impose liability on Purchaser therefor. Purchaser has
the right to reject any Products that are nonconforming as to the quality or quantity or the delivery schedule.
Purchaser shall notify Supplier of any such rejection and Purchaser shall have all the remedies as provided by law
and this Agreement.
6. Price and Payment. Except as may be otherwise provided in the PO, the price(s) for the Products include
all applicable Federal, State and local taxes and duties. Supplier shall submit an invoice to Purchaser with the
following information to receive payment: PO number, item number, description of articles, sizes, quantities,
unit prices and extended totals. No payment will be made prior to receipt of Products and correct invoice and
Purchaser reserves the right to delay payment until the Products have been accepted. Payment terms are net
thirty (30) days. Purchaser may adjust Supplier’s invoice due to shortages, late delivery, rejections, or
other nonconformance and may also apply an offset for any amount owed to Purchaser by Supplier.
7. Warranty. Supplier warrants that all Products delivered under this Agreement shall (i) conform to the
requirements of the respective PO and all Supplier’s descriptions, performance criteria, specifications and
drawings for such Product, (ii) be free from defects in material and workmanship, (iii) be free from all defects
in design, and (iv) be fit for the intended purposes. For tangible Products, Supplier further warrants that it will
have good title to the Products, free and clear of all liens and encumbrances and will transfer such title to
Purchaser. This warranty shall survive any inspection, delivery, acceptance or payment by Purchaser.
8. Confidentiality. Supplier shall protect and maintain the confidentiality of Purchaser’s non-public
information that it receives or becomes aware of as a result of this Agreement. Purchaser shall not use any
such information except to perform its obligations under the Agreement. Supplier shall promptly notify Purchaser
of any unauthorized use or disclosure of such information and shall take all reasonable steps to prevent
further use or disclosure.
9. Termination. Purchaser reserves the right to terminate this Agreement or any part hereof for its sole
convenience and upon such termination, Purchaser’s sole obligation to Supplier shall be to pay for Products
delivered prior to the termination date less any payments previously made to Supplier by Purchaser. Purchaser
may also terminate this Agreement or any part hereof for cause in the event of any default by the Supplier, or if
the Supplier fails to comply with any of the terms and conditions hereof. Without limiting any other rights of
termination that Purchaser may have, late deliveries, deliveries of nonconforming products, and failure to
provide Purchaser, upon request, with adequate assurances of future performance shall all be causes
allowing Purchaser to terminate this Agreement for cause. Upon any termination, Supplier shall return all Purchaser’s confidential information and erase such information from its computer systems.
10. Compliance with Law. Supplier shall comply with all applicable laws, regulations and ordinances, including applicable data protection legal requirements, and maintain in effect all the licenses, permissions, authorizations, consents and permits, in the performance of its obligations under this Agreement.
11. Waiver. No waiver by Purchaser of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Purchaser. No failure or delay in exercising any right, remedy,
power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No
single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
12. Assignment. Supplier shall not assign any of its rights or delegate any of its obligations under this
Agreement without the prior written consent of Purchaser. Any purported assignment or delegation in
violation of this Section is null and void. No assignment or delegation relieves Supplier of any of its obligations
under this Agreement.
13. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer
upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under
or by reason of these Terms.
14. Governing Law; Venue. These Terms shall be governed by and interpreted in accordance with the
substantive (and not conflicts) laws of the State of Colorado. Any cause of action arising hereunder or
related in any way hereto shall be brought only in the federal or state courts in Denver, Colorado and Supplier
hereby submits to the exclusive jurisdiction of such courts.
15. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.