TERMS AND CONDITIONS OF SALES

These Terms and Conditions (“Terms”) govern all purchases made from Alliant Scientific, a California corporation (“Alliant”, “we” or “us”), by the Customer (“Customer”, “Buyer” or “you”), defined as any individual or organization that purchases any Product(s) or service(s) from Alliant. Product(s) refers to any item(s), part(s), instrument(s), equipment, system(s), service(s), or any combination thereof purchased from Alliant. By purchasing from Alliant, you agree to be bound by these Terms.  Alliant and Customer may be referred to individually as a “Party” and collectively as the “Parties.”  These Terms, together with the terms listed on the applicable invoice, constitute the entire agreement between the Parties and supersede all prior or contemporaneous agreements, communications, or understandings, whether written or oral. No modification of these Terms is valid unless made in writing and expressly agreed to by Alliant. Any purchase order or other communication submitted by Customer that contains terms inconsistent with, or additional to, these Terms shall not be deemed accepted or binding upon Alliant unless expressly agreed to by Alliant in a signed writing.

By placing an order—whether by submitting a purchase order (PO) accepted by Alliant, or by submitting full or partial payment or a deposit—Customer acknowledges and agrees to be bound by these Terms and Conditions.

1. PAYMENT TERMS:

Alliant requires payment in full prior to processing any order unless otherwise agreed to in writing.  Accepted payment methods include cash, wire transfer, ACH, money orders, checks and major credit cards. Credit cards are accepted only from US and Canada based customers for amounts up to $20,000; and are subject to processing fee of 3.5%.

Alliant accept Purchase Orders (“POs”) from U.S. and Canada based universities, government agencies and publicly traded companies.  In certain circumstances, Alliant may accept a PO upon credit approval at its sole discretion.  Any outstanding balance that is not paid by the due date will accrue a late fee of 2% per month, or the maximum rate permitted by law.  Alliant also offers credit terms through financing companies.  In such cases, the purchase is funded directly by the financing company; and the financing arrangement is solely between the customer and the financing partner.   All international orders must be prepaid via wire transfer. 

CYBER FRAUD WARNING: Customers submitting payment via ACH or wire transfer are strongly advised to exercise caution to avoid cyber or wire fraud. It is the Customer’s sole responsibility to ensure that funds are sent to the correct account. Alliant will never email or call to request changes to previously provided wire or ACH instructions. Before initiating any wire transfer, always call the intended recipient at a verified phone number to confirm payment details, and be extremely cautious of any request to modify existing wire instructions.

2. PRICING AND TAXES

All prices are stated in U.S. Dollars.  Customers are responsible for all applicable sales and/or use tax.  Unless a valid tax exemption certificate is provided prior to shipping at the time the order is placed, Alliant is required to collect sales tax for orders shipped to, or picked up in, California as well as in any other state where Alliant is obligated to collect tax under applicable Economic Nexus laws.  If sales tax is not collected by Alliant at the time of purchase, it is solely the Customer’s responsibility to report and remit any required use tax to the appropriate state authorities in the jurisdiction where the Customer resides or operates.

For all international orders, Customers are solely responsible for all import‑related costs, including but not limited to customs duties, tariffs, taxes, brokerage fees, and any other governmental charges imposed by the destination country.

3. SHIPPING TERMS

Unless a specific shipping method is requested by the Customer, Alliant will determine the most appropriate shipping method at its discretion based on the destination and the Product(s) being shipped. Alliant ships orders on “Prepay and Add” (PPA) terms. Customers may alternatively choose to ship Free‑on‑Board (FOB) and either arrange their own shipping or provide their carrier account number. For international shipments (excluding Canada and Mexico), freight shipments are Door‑to‑Airport, while small‑parcel shipments are Door‑to‑Door. In all cases, the Customer must provide complete customs broker information prior to shipment to avoid delays.

4. TRANSFER OF TITLE AND RISK OF LOSS

Title and risk of loss transfer to the Customer when (i) Alliant delivers the shipment to the carrier, (ii) the Customer picks up the shipment from Alliant’s facility; or (iii) Alliant hand-delivers the shipment to the Customer provided address.  Alliant is not responsible for any delays and/or damages occur in shipment.   

5. DELIVERY TIMELINE

Alliant will make reasonable efforts to deliver shipments in a timely manner.  Nevertheless, all delivery dates provided are estimates only, and Alliant bears no liability for delays of any kind, regardless of the cause. Delivery timelines do not constitute a condition of this Agreement unless expressly designated as such by Alliant in a prior written agreement or on the invoice.

If Alliant fails to deliver the Product(s) for reasons other than (i) circumstances beyond its reasonable control or (ii) the Customers’ own fault, Alliant(s) liability is strictly limited to the amount paid for the Product(s). Alliant is not responsible for any direct, indirect, incidental, consequential or any other damages, direct or indirect, resulting from delivery delays.

6. FAILURE TO ACCEPT DELIVERY

If Customer fails to take delivery of the shipment, or if delivery is delayed or rescheduled due to incomplete and inadequate delivery instructions provided by the Customer, then, without limiting any other rights or remedies available to Alliant:

• Customer agrees to reimburse Alliant for all costs incurred, including rescheduling fees, storage costs including insurance, handling, and safeguarding of the shipment; or
• Alliant may, at its sole discretion, resell the shipment at the best price reasonably obtainable. After deducting all reasonable costs associated with storage, insurance, handling, and resale, Alliant will either (a) credit the Customer with any amount realized in excess of the contract price, or (b) hold the Customer liable for any deficiency between the resale price and the contract price.

7. ABANDONMENT OF PRODUCT(S)

If the Customer fails to collect the Product(s) or otherwise take delivery within thirty (30) days after Alliant notifies the Customer that the Product(s) is ready for shipment, pickup or delivery—other than due to circumstances beyond the Customer’s reasonable control—such failure will constitute abandonment of the Product(s). Upon abandonment, and without limiting any other rights or remedies available to Alliant:

• Alliant may store the Product(s) at the Customer’s sole risk and expense. Customer will remain liable for all associated costs, including storage, handling, insurance, and administrative fees;
• Alliant may, at its sole discretion, dispose of, resell, or otherwise manage the Product(s) in any manner it deems commercially reasonable;
• Alliant will have no liability to the Customer for any loss, damage, or depreciation in value, or consequences resulting from such disposition;
• If Alliant resells the Product(s), it will credit the Customer any net proceeds remaining after deducting all costs incurred by Alliant, including but not limited to storage, handling, insurance, administrative fees, and resale expenses. If the net proceeds are insufficient to cover the amounts owed, the Customer remains liable for the full deficiency;
• Risk of loss is deemed to have passed to the Customer as of the original scheduled delivery or pickup date, regardless of the Customer’s failure to collect or take delivery.

8. INSPECTION AT DELIVERY

Customers are required to inspect the shipment at the time of delivery prior to signing any delivery receipt.  The Customer must note any visible damage with the delivery personnel, take photographs of the damage, and file a claim directly with the carrier. All packaging materials must be retained for further inspection or carrier review.

The Customer is further obligated to immediately and thoroughly inspect the contents of the shipment for any discrepancies, missing items and defects. Any such issues must be reported to Alliant in writing via email within three (3) days of receipt of the shipment. Failure to notify Alliant of any issues, discrepancies, or concerns within this three‑day period constitutes the Customer’s waiver of all rights to file a claim or receive compensation. If a shortage in the shipment is verified, Alliant will make every effort to provide the missing component(s) promptly.  Alliant is not responsible for any loss or damage occurs during shipment.

9. ORDER CANCELLATION

All sales are final, and the Customer(s) acknowledges, and accepts this condition.  There is no “cool-off” period.  In rare circumstances, solely at its discretion, Alliant may approve a cancellation prior to shipment.  Any approved cancellation prior to shipment is subject to a 20% restocking and processing fee applied to the entire invoice. If a cancellation is approved, after the order has shipped, the customer will incur an additional 10% restocking and administrative fee plus all the shipping and handling costs associated with the order.  Any down payment or deposit made by the Customer will be forfeited in full if the order is cancelled at any stage by the Customer.

10. RETURN AUTHORIZATION

Alliant does not accept returns unless Alliant, in its sole discretion, provides prior written authorization. Any authorized return is subject to the following conditions:

• Returned Product(s) must be received by Alliant in the same condition as originally delivered, including all accessories, documentation, and packaging. Alliant will conduct a full evaluation and inspection of the returned Product(s) to determine its condition and functionality;
• All authorized returns are subject to a 30% restocking fee based on the original purchase price. The Customer agrees that this fee is a reasonable estimate of Alliant’s administrative, handling, inspection, and reintegration costs;
• If Alliant determines, in its sole discretion, that the Product(s) has been damaged, altered, used beyond normal inspection, or is otherwise not in resalable condition, Alliant may (i) reject the return in full, or (ii) deduct the cost of repair, refurbishment, or loss in value from any refund, in addition to the restocking fee;
• The Customer is responsible for all shipping, insurance, and transportation costs associated with any authorized return. Risk of loss remains with the Customer until the Product(s) is received and accepted by Alliant;
• No return will be accepted for a Product(s)that are custom‑built, specially ordered, modified, or procured specifically for the Customer;
• All returns must include a valid Return Merchandise Authorization (RMA) Number issued by Alliant. Returns submitted without an RMA will be rejected.

11. LIMITED WARRANTY

THE WARRANTY TERMS BELOW APPLY ONLY TO PRODUCT(S) SHIPPED WITHIN THE U.S. AND CANADA; ALL INTERNATIONAL SALES ARE FINAL WITH NO RETURNS, EXCHANGES, OR WARRANTY OF ANY KIND.  ALLIANT DOES NOT PROVIDE ANY WARRANTY COVERAGE FOR INTERNATIONAL SALES DUE TO THE COMPLICATIONS ARISING FROM CUSTOMS. THE SOLE EXCEPTION IS WHEN THE PRODUCT(S) IS PURCHASED WITH ONSITE INSTALLATION SERVICE FROM ALLIANT.  IN SUCH CASES, ALLIANT WARRANTS ONLY THAT THE PRODUCT(S) WILL BE INSTALLED AND TESTED AT THE CUSTOMER SITE.  THE WARRANTY TERMINATES IMMEDIATELY UPON SUCCESSFUL INSTALLATION AT THE CUSTOMER’S LOCATION.

11.1 Alliant offers Product(s) in various conditions, ranging from brand new to As-Is. Each category carries a different limited warranty as described below, unless otherwise specified on the Customer’s invoice.

11.1.a BRAND NEW OEM PRODUCT(S): These are Products distributed by Alliant on behalf of the manufacturer, or through the manufacturer’s US-based subsidiary.  Such Products are typically drop-shipped directly from the manufacturer; and carry the manufacturer’s standard OEM warranty. All warranty claims, issues or return requests for OEM must be submitted directly to the manufacturer, in accordance with the manufacturer’s policies and procedures.

11.1.b BRAND NEW PRODUCTS: These are Products that are brand new but do not come directly from the manufacturer, or for which the original manufacturer warranty has expired, even though the Product(s) have never been used except for Alliant’s internal testing to verify proper operation.  These Product(s) include180-Day limited warranty from Alliant.  If there is a defect discovered during the warranty period, Alliant will, solely at its discretion, repair or replace them, or refund the purchase price.  The Customer is responsible for all shipping and handling costs, including round‑trip transportation of the Product(s) for any warranty evaluation, repair, or replacement.

11.1.c PREMIUM REFURBISHED OR DEMO PRODUCTS: These are used Product(s), including those previously utilized solely for demonstration purposes. During Alliant’s refurbishment process, all consumables and all parts identified in the manufacturer’s Preventive Maintenance (PM) Protocols are replaced with brand‑new components, regardless of their existing condition. The Product(s) are then tested to ensure performance at a PM‑Performed level.  Each Premium Refurbished or Demo Product is supplied with (i) a detailed list of all parts replaced; and (ii) test reports documenting the performance verification and refurbishment results.

These Product(s) include a 90‑day limited warranty, covering labor and non‑consumable parts. Consumables and wear‑dependent components and parts are excluded from this warranty.  The Customer is responsible for all shipping and handling costs, including transportation to and from Alliant for any warranty evaluation, repair, or service.

11.1.d REFURBISHED PRODUCTS: These products are tested for functionality; and all parts necessary for proper operation are replaced during the testing and refurbishment process.  These Product(s) come with a list of all parts replaced and test reports documenting the functionality and performance evaluation. These products include a 30-day hardware warranty.  This warranty does not cover issues arising from consumables or ware-dependent components which remain the sole responsibility of the Customer

11.1.e SELF-TESTED PRODUCTS: These Products are tested to confirm that they power on and pass self-test and initialization, if applicable, without any error messages.  They are only guaranteed to this extent for a period of three (3) days after delivery. If the Product(s) fails to initialize or pass self-test within this three-day period, the Customer may return the Product(s) for a refund, less all shipping and handling costs. After three (3) days from the date of delivery, the sale becomes final, and the Product(s) are not eligible for return or exchange under any circumstances.

11.1.f PARTS AND AS-IS PRODUCTS: These Products are offered strictly as-is, for parts only. All sales of AS-IS Product(s) are final, non-returnable, non-refundable, with no warranty of any kind.

11.2 WARRANTY EXCLUSIONS:

Alliant’s warranty does not apply to any Product(s) that have been subjected to misuse, improper operation, accident, abuse, neglect, improper storage, physical damage, or any modification, alteration, or repair not expressly authorized in writing by Alliant. The warranty also excludes failures or damage caused by power surges, unstable or improper electrical supply, environmental conditions outside the manufacturer’s specifications, or any operation inconsistent with Alliant’s or the original equipment manufacturer’s (OEM) written guidelines.

The warranty does not cover consumables and/or wear‑dependent components, including, but not limited to, seals, gaskets, lamps, bulbs, CCD or digital imaging assemblies, filters, turbomolecular pumps, threads on fittings, hard disks and solid-state drives, or any part identified by the manufacturer as having a limited-service life.

Connection of the Product(s) to any electrical source, voltage, adapter, faulty grounding, configuration, or power setup other than that for which the Product(s) were originally manufactured or configured will void the warranty in full. Any installation, relocation, or setup that does not comply with the original manufacturer’s original requirements—or that has not been pre‑approved in writing by Alliant—also voids the warranty.

Any maintenance, calibration, inspection, or service performed during the warranty period by a person or entity not authorized by Alliant immediately voids the warranty. Likewise, use of the Product(s) by personnel who are not properly trained or qualified, as determined by Alliant in its sole discretion, will void the warranty.

11.3 SECURITY SEAL REQUIREMENT:

Product(s) may be shipped with one or more security seals, tamper‑evident labels, or protective enclosures applied by Alliant or by the original manufacturer. These seals are intended to verify that the Product(s) have not been opened, altered, tampered with, or accessed by unauthorized personnel. Any security seal that is broken, removed, punctured, altered, or missing will immediately void the warranty in its entirety, regardless of cause or circumstances, unless Alliant has provided prior written authorization permitting the Customer to open or access the sealed area.

The Customers are responsible for inspecting all security seals upon receipt of the Product(s) and must notify Alliant in writing within three (3) days of delivery if any seal appears damaged, missing or compromised. Failure to provide timely written notice constitutes acceptance of the Product(s) in their delivered condition.

Alliant reserves the right to reject any warranty claim if a security seal shows evidence of tampering, if internal components were accessed without authorization, or if the condition of the Product(s) is inconsistent with normal and intended use. Alliant determination regarding seal integrity and its impact on warranty coverage will be final and binding.

11.4 WARRANTY CLAIM PROCEDURES:

To obtain warranty service, the Customer must notify Alliant in writing within the applicable warranty period and provide a detailed description of the issue, including all relevant serial numbers and supporting documentation. Alliant may require additional diagnostic information, photographs, videos or the return of the Product(s) for evaluation. No warranty claim will be processed until Alliant has completed its assessment and confirmed that the issue is eligible for warranty coverage.

Any Product(s) returned for warranty evaluation and/or repair must be shipped in appropriate protective packaging, with all shipping and insurance costs borne by the Customer. Risk of loss remains with the Customer until the Product(s) is received and formally accepted by Alliant.

11.4.a EVALUATION AND DETERMINATION:

Alliant will determine, in its sole discretion, whether a reported issue is covered under the applicable warranty. If Alliant determines that the Product(s) are not defective or that the issue falls under any warranty exclusions, the Customer will be responsible for all evaluation, diagnostic handling, and return‑shipping costs. If the Product(s) are found to be defective and covered under the warranty, Alliant will, at its option, repair the defective component, replace the defective unit.  If Alliant is unable to repair or replace the Products within a reasonable period of time, Alliant may, at its sole option, provide a refund of the purchase price of the affected Product(s).

12. INSTALLATION REQUIREMENTS AND ONSITE INSTALLATION SERVICES

Customers are responsible for ensuring that the Product(s) are installed in full compliance with manufacturer’s written specifications.  Any installation that doesn’t meet these specifications will void the warranty.

12.1 OPTIONAL ONSITE INSTALLATION SERVICES

Alliant offers optional onsite installation services for certain Product(s) at an additional cost, whether the Products are purchased directly from Alliant or through another vendor.  Upon purchase of onsite installation service, Alliant will provide the Customer with written Site Preparation Requirements detailing all conditions necessary for proper installation and operation of the Product(s).  These requirements may include, without limitation, temperature and humidity specifications, electrical power, ventilation or exhaust, workspace and bench space requirements, necessary tools, chemicals, consumables, accessories, and any other conditions applicable to the specific Product(s).  The Customers are responsible for providing all necessary assistance during installation, including but not limited to manpower for lifting, carrying, and positioning the Product(s), as well as any required equipment and chemicals.

The Customer is solely responsible for ensuring that all Site Preparation Requirements are fully satisfied and that all required items are available at the installation location (other than those expressly purchased from Alliant). Prior to scheduling any onsite visit, the Customer must sign and return Alliant’s Site Preparation document, confirming that all conditions have been met. Alliant will not schedule or arrange travel for its technicians until the executed document has been received.

Alliant’s technicians will not modify or alter electrical systems, plumbing, ventilation, laboratory infrastructure, or any building‑related utilities. Such work is the sole responsibility of the Customer and must be completed prior to Alliant’s arrival. Alliant assumes no liability for delays, additional costs, or installation issues arising from the for the Customer’s failure to prepare the site, provide required utilities, or maintain environmental conditions within the manufacturer’s specifications

12.2 RISK OF LOSS DURING INSTALLATION:

Risk of loss, damage, or deterioration of the Product(s) remains with the Customer at all times, including during onsite installation, movement, unpacking, or setup, except to the extent such loss or damage is caused solely by Alliant’s gross negligence or willful misconduct. The Customer is responsible for ensuring that the installation area is safe, accessible, and free from hazards, and that all utilities and environmental conditions are stable and fully compliant with the Site Preparation Requirements.

If the Product(s) are damaged due to improper site conditions, inadequate utilities, environmental instability, or actions or omissions of the Customer or any third party, the Customer will bear all repair or replacement costs. Alliant has no responsibility for any damage to the Product(s) or surrounding property caused by pre‑existing structural issues, inadequate space, improper flooring, or unsafe conditions at the installation site.

12.3 INSTALLATION AND ACCEPTANCE:

Alliant technician will install the Product(s) and perform all necessary tests including running a standard test sample.  Alliant is not responsible for running and analyzing any Customer provided samples unless they are sealed OEM provided test solutions.  Upon completion of the installation work, Alliant technician(s) will provide the Customer, or the Customer’s designee with an “Installation Checklist and Completion” document.  Customer, or it’s designee, is required to document any discrepancies on the Installation Checklist and Completion prior to signing it.  The Customer has no right to operate, use, or attempt to use the Product(s) under any circumstances until Alliant has provided the completed Installation Checklist and Completion document. If the Customer operates the Product(s) before installation is completed by Alliant, Alliant shall have no further responsibility or obligation for the Product(s), and the Product(s) will be deemed to have been purchased “AS‑IS WITH ALL FAULTS.”

Upon completion of installation, Customer must sign the acknowledgment immediately upon request. If the Customer refuses, delays, or fails to sign the acknowledgment for any reason, the installation shall nonetheless be considered fully accepted as of the date Alliant’s technician completed the installation work.

Any Customer requests for additional adjustments, training, configuration, or troubleshooting after installation acceptance, such services shall be treated as separate billable services, not included as part of the installation.

For Product(s) not purchased from Alliant, Alliant assumes no responsibility for the operational condition, configuration, or readiness of the instrument prior to installation.  The Customer acknowledges and agrees that any troubleshooting, diagnostic work, repair, reconfiguration, or corrective action required to complete the installation will be billed separately.  The Customer agrees to pay Alliant for all time spent, labor provided, and parts or materials used in connection with any such work, regardless of the underlying cause or condition of the Product(s).

12.4 CANCELLATION AND RESCHEDULING POLICY:

Once installation dates are confirmed and travel arrangements have been made, the Customer may not cancel or reschedule the installation without Alliant’s prior written approval. Any Customer‑requested change to the scheduled installation dates will require reimbursement of all fees, penalties, travel costs, labor charges, and administrative expenses incurred by Alliant as a result of the change.

If the Customer cancels the installation after travel arrangements have been made, the installation fee will be deemed fully earned, and the Customer will be responsible for all non‑refundable travel expenses. Any subsequent installation visit will be treated as a new service order, billed at Alliant’s then‑current rates and payable in advance.

If Alliant arrives onsite and the installation cannot proceed due to incomplete site preparation, missing required items, unsafe conditions, or any failure by the Customer to meet the Site Preparation Requirements, the installation fee will be considered fully earned. Any additional visit necessary to complete the installation will constitute a new order and must be prepaid in full.

13. TERMINATION FOR CUSTOMER DEFAULT OR FINANCIAL INSTABILITY

Alliant will be entitled, at its sole discretion and without liability to the Customer, to cancel this Agreement in whole or in part, or suspend any further deliveries or performance, immediately upon written notice to the Customer, if any of the following events occur:

• The Customer makes or proposes any arrangement, composition, or assignment with its creditors, or becomes unable to pay its debts as they become due;
• The Customer becomes the subject of any order, petition, investigation, or proceeding by any governmental or administrative authority relating to insolvency, dissolution, bankruptcy or financial distress;
• The Customer enters into liquidation, whether voluntary or compulsory, or a trustee, receiver, administrative receiver, custodian, or similar officer is appointed over all or any portion of the Customer’s business or assets;
• Any lienholder, creditor, or secured party takes possession of, or seeks to enforce rights against, any property or assets of the Customer, or a receiver or similar officer is appointed in respect of such property or assets;
• The Customer ceases, or threatens to cease, to conduct business, or Alliant reasonably determines that the Customer is likely to do so;
• Alliant reasonably apprehends that any of the events listed above are about to occur and provides written notice to the Customer.

Upon any such termination:

• All amounts owed to Alliant for Product(s) delivered, work performed, or materials procured shall become immediately due and payable, notwithstanding any prior payment terms or agreements;
• Alliant may enter the Customer’s premises to recover any Product(s) delivered but not paid for, or may require the Customer to return such Product(s) at the Customer sole cost and risk;
• Suspension or termination under this clause is without prejudice to any other rights or remedies available to Alliant under this Agreement or at applicable law.

14. SECURITY AGREEMENT

If Alliant agrees in the Quotation to deliver any Product(s) to the Customer prior to Alliant’s receipt of full payment of all amounts due for such Product(s) (the “Purchase Money Obligation”), the Customer hereby grants Alliant a continuing, first‑priority purchase money security interest in the Collateral, as defined below, to secure the Purchase Money Obligation and all related costs, fees, interest, and enforcement expenses.  For purposes of this Section, “Collateral” means the Product(s), wherever located and whether now owned or hereafter acquired, together with all present and future attachments, accessions, replacements, additions, upgrades, software, components, products, and proceeds thereof, including without limitation all insurance proceeds.

To perfect and maintain Alliant’s security interest, the Customer authorizes Alliant to prepare, execute, and file any financing statements, continuation statements, amendments, UCC filing or other documents that Alliant, in its sole discretion, deems necessary or desirable. The Customer shall fully cooperate with Alliant and shall execute any additional documents reasonably requested to evidence or perfect Alliant’s security interest. The Customer hereby irrevocably appoints each officer of Alliant as its attorney‑in‑fact solely for the limited purpose of executing and filing such documents on the Customer’s behalf.

Alliant may, at any time, notify any lender, creditor, or other Person claiming a security interest in the Customer’s assets of Alliant’s purchase money security interest in the Collateral. The Customer shall promptly reimburse Alliant for all costs associated with filing, renewing, or maintaining any financing statements or related documentation.

The Customer shall pay the Purchase Money Obligation strictly when due. Upon the Customer’s failure to pay the Purchase Money Obligation when due, or upon any other default under this Agreement, Alliant shall have all rights and remedies of a secured creditor under the Uniform Commercial Code, including without limitation the right to repossess, remove, disable, or dispose of the Collateral, with or without judicial process, and to apply the proceeds to the Purchase Money Obligation and all related costs.

The rights and remedies of Alliant under this Section are cumulative and may be exercised in addition to, and not in limitation of, any other rights or remedies available to Alliant under this Agreement or applicable law.

15. REPOSSESSION AND ACCESS RIGHTS

Upon the Customer’s failure to pay the Purchase Money Obligation when due, or upon any other default under this Agreement, Alliant shall have the immediate right, without prior notice and without prejudice to any other rights or remedies, to enter any premises where the Product(s) or Collateral may be located and to repossess, remove, disable, secure, or otherwise take possession of the Product(s) and all related Collateral. The Customer hereby grants Alliant and its agents full, free, and irrevocable access to all such premises for these purposes, and the Customer shall take all actions reasonably requested by Alliant to facilitate prompt repossession.

The Customer shall ensure that Alliant’s access to the Product(s) is safe, unobstructed, and compliant with all site‑specific requirements. Alliant shall not be liable for any damage to the Customer’s premises, property, or operations arising from repossession, except to the extent caused by Alliant’s gross negligence or willful misconduct. The Customer shall bear all costs associated with repossession, including without limitation removal, transportation, storage, insurance, site access fees, and any third‑party charges.

If the Product(s) cannot be repossessed immediately due to Customer obstruction, legal process, or the presence of other secured parties, Alliant may, at its sole discretion, disable the Product(s), secure control over the Product(s), or require the Customer to immediately return the Product(s) to a location designated by Alliant, at the Customer’s sole cost and risk.

Alliant may dispose of, lease, or sell any repossessed Product(s) in accordance with the Uniform Commercial Code, and may apply the proceeds toward the Purchase Money Obligation and all related costs, fees, and expenses. The Customer shall remain liable for any deficiency balance following the application of such proceeds.

The rights granted to Alliant under this Section are cumulative and may be exercised in addition to, and not in limitation of, any other rights or remedies available to Alliant under this Agreement, the Security Agreement, or applicable law.  Customer shall be liable for all of Alliant’s collection costs including reasonable attorneys’ fees and costs.

16. EXPORT CONTROL COMPLIANCE

The Customer acknowledges that the Product(s) supplied by Alliant may be subject to U.S. and foreign export control laws, regulations, and sanctions programs, including without limitation the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), as each may be amended from time to time.

The Customer shall comply fully with all applicable export, re‑export, transfer, and import control laws and regulations in connection with the purchase, use, transfer, or disposition of the Product(s). Without limiting the foregoing, the Customer shall not, directly or indirectly: (i) export, re‑export, transfer, divert, loan, lease, sell, or otherwise make available any Product(s) to any embargoed, sanctioned, or restricted country, entity, or individual; (ii) use the Product(s) in connection with any prohibited end‑use, including nuclear, chemical, or biological weapons, missile technology, or restricted military end‑uses; or (iii) permit any third party to access or use the Product(s) in violation of applicable export control laws.

The Customer represents and warrants that it is not a listed, denied, debarred, sanctioned, or otherwise restricted party under any applicable export control or sanctions regime, and that it will not use the Product(s) for any purpose prohibited by applicable law. The Customer shall obtain, at its sole cost and responsibility, any licenses, permits, or governmental authorizations required for the lawful export, re‑export, transfer, or use of the Product(s).

Alliant may suspend performance, refuse delivery, or terminate this Agreement immediately if Alliant determines, in its sole discretion, that the Customer’s activities or intended use of the Product(s) may violate applicable export control or sanctions laws. The Customer shall indemnify, defend, and hold harmless Alliant from and against any claims, penalties, losses, liabilities, or expenses, including attorneys’ fees arising out of or related to the Customer’s failure to comply with this Section.

 The obligations set forth in this Section shall survive the termination or expiration of this Agreement.

17. SUBROGATION

To the fullest extent permitted by applicable law, the Customer shall ensure that all insurance policies maintained in connection with the Product(s), the Customer’s facility, or the Customer’s operations do not limit, restrict, waive or impair Alliant’s rights of subrogation. The Customer shall not take, or permit any action, nor permit its insurers to take any action, that would waive, release, compromise, or prejudice any right of subrogation or recovery that Alliant may have against any third party. The Customer shall not enter into any settlement, release, or agreement that affects Alliant s subrogation rights without Alliant’s prior written consent. Any purported waiver of subrogation against Alliant shall be null and void unless expressly approved in a written instrument signed by an authorized officer of Alliant.

18. RIGHT TO REFUSE SERVICE

Alliant reserves the unrestricted right, in its sole and absolute discretion, to refuse, suspend, or terminate the provision of any products or services to any individual or entity at any time, with or without cause, and without liability of any kind. Grounds for refusal may include, but are not limited to: abusive or inappropriate conduct; failure to comply with these Terms and Conditions; suspected fraud, misuse, or unlawful activity; unsafe or unsuitable site conditions; outstanding payment obligations; or any circumstance in which Alliant determines that providing service is impractical, unsafe, or contrary to its business interests.  Alliant shall have no obligation to provide an explanation for any refusal of service. Any fees incurred prior to the refusal of service remain due and payable, and Alliant may condition any future service on prepayment, additional assurances, or other terms it deems appropriate.

18. DISCLAIMERS

Contamination: Many of the Product(s) offered by Alliant are pre-owned and might have been previously used with chemicals that are hazardous, toxic, allergenic, or otherwise harmful including but not limited to penicillin and other beta‑lactam compounds. Although Alliant cleans and wipes all Product(s) with isopropanol prior to shipment or delivery, residual contamination may still be present. The Customer acknowledges and accepts this risk and agrees to take all necessary precautions prior to using or handling the Product(s). The Customer expressly releases Alliant from any and all liability arising from or related to any contamination, residue, exposure, allergic reaction, or adverse health effect associated with prior use of the Product(s).

Fire, Explosion, Toxic Fumes and Radiation Hazards and Protection: Certain Product(s) supplied under this Agreement may be capable of generating toxic fumes and or chemicals, or may process, convey, or handle materials that are flammable, combustible, reactive, radioactive, or otherwise capable of creating fire, explosion, toxic exposure or other hazards. The type, design, and adequacy of any fire detection, explosion detection, suppression, venting, isolation, containment or mitigation systems required for safe operation depend solely on the specific materials, processes, facility design, and operational conditions selected and controlled by the Customer.

The Customer is solely responsible for identifying all applicable fire, explosion, emission, radiation and process‑safety hazards associated with its operations, as well as for selecting, designing, procuring, installing, commissioning, and maintaining all fire, explosion, emission, radiation, detection, suppression, venting, protective and mitigation systems used in  connection with the Product(s).

The Customer represents and warrants to Alliant that, prior to commencement of Commissioning, all fire, explosion, or emission, and radiation protection systems reasonably necessary for the safe operation of the Product(s) have been properly installed, tested, and verified in accordance with all applicable laws, codes, regulations, standards, and industry best practices.

Alliant shall have no responsibility or liability for the adequacy, performance, compatibility, selection, design, installation, or regulatory compliance of any fire, or explosion, radiation or emissions protection systems selected or installed by the Customer, nor for any losses, damages, or injuries arising from the Customer’s failure to implement, maintain or verify appropriate protective measures.

Computers and/or Software Packages: If the Product(s) include a computer and/or any software package, whether installed, preloaded, supplied on physical media, or otherwise provided, it is the Customer ‘s sole responsibility to obtain and/or maintain any required end‑user licenses, subscription rights, activation keys, or user agreements directly from the applicable software provider.

The Customer acknowledges that most manufacturers do not permit the transfer or assignment of software licenses or end‑user agreements. Unless expressly stated otherwise on the invoice, the purchase of Product(s) from Alliant does not include any license rights from the software manufacturer. Any software, operating system, or media included with the Product(s) is provided solely for reference, evaluation, or testing purposes.

Alliant assumes no responsibility or liability for software compatibility; the availability, issuance, activation, or continuation of any license or user agreement; the Customer’s ability to legally use or operate any included software; or any functionality, updates, patches, or technical support issued by the original software provider.

Due to the delicate and degradable nature of software stored on hard drives, SSDs, diskettes, CDs, USB media, or any other storage format, Alliant makes no guarantees of functionality, integrity, or completeness of any included software or media. Unless expressly stated otherwise on the invoice, any software and/or computer provided by Alliant is supplied strictly for testing purposes only.

FDA Disclaimer: The sale, transfer, or use of certain Product(s) may be subject to regulation by the U.S. Food and Drug Administration (FDA), and by applicable state and local regulatory agencies.  By purchasing the Product(s), Customer acknowledges this responsibility and affirms that it will comply with all applicable regulatory requirements.

The Customer further acknowledges and agrees that Alliant makes no representation regarding FDA clearance, approval, classification, or regulatory status of any Product(s), unless expressly stated in writing. The Customer assumes all responsibility for determining regulatory applicability and for obtaining any necessary approvals, registrations, or certifications.  By completing the purchase, the Customer releases Alliant from any and all liability arising from or relating to FDA or other regulatory compliance obligations.

19. FORCE MAJEURE:

Alliant shall not be liable for any delay or failure to perform any obligation under this Agreement if such delay or failure is caused by an event or circumstance beyond Alliant’s reasonable control, including but not limited to: acts of God; natural disasters; fire; flood; epidemic or pandemic; labor disputes; shortages of materials, components, utilities, or transportation; supply‑chain disruptions; governmental actions, orders, or restrictions; war; terrorism; civil unrest; or any other event that materially impairs Alliant’s ability to perform its obligation. Alliant shall have sole discretion to determine whether a force majeure event has occurred and the extent to which it affects performance.

During any force majeure event, Alliant‘s performance obligations shall be suspended for the duration of the event, and all delivery dates and performance deadlines shall be extended accordingly. Alliant shall not be liable for any damages, losses, penalties, or costs arising from, or relating to, such delay or nonperformance.

If a force majeure event continues for more than thirty (30) days, Alliant may, at its option and without liability, terminate the affected portion of the Agreement or adjust pricing to reflect increased costs resulting from the event. The Customer shall remain responsible for payment for all Product(s) completed, in production, or specially procured for the Customer prior to such termination or adjustment.

20. LIMITATION ON ACTIONS

Any claim, demand, cause of action, or proceeding of any kind arising out of or relating to this Agreement, or to any Product(s)provided by Alliant (whether based in contract, tort, strict liability, warranty, statute, or otherwise) must be commenced by the Customer within one (1) year after the date on which the cause of action first accrued. Any claim not commenced within such period shall be permanently barred, and the Customer irrevocably waives any statutory or contractual limitations period that might otherwise apply under applicable law.

Nothing in this Section shall limit or restrict Alliant’s right to bring any claim, action, or proceeding against the Customer at any time permitted by applicable law, including without limitation actions to recover the Purchase Money Obligation, enforce Alliant’s security interest, or pursue indemnification, reimbursement, or any other remedy available to Alliant.

21. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be automatically modified and reformed to the minimum extent necessary to render it valid, legal, and enforceable while preserving, to the fullest extent permitted by applicable law, the original intent and economic benefit of Alliant. The invalidity, illegality, or unenforceability of any provision shall not affect or impair the validity or enforceability of the remaining provisions, all of which shall remain in full force and effect.

22. INDEMNIFICATION

The Customer agrees to indemnify, defend, and hold harmless Alliant including its officers, directors, employees, agents, affiliates, successors, and subcontractors from and against any and all claims, demands, actions, suits, liabilities, losses, damages, fines, penalties, obligations, deficiencies, judgments, costs, and expenses of any kind (including, without limitation, any special, incidental, consequential, punitive or any other indirect damages reasonable attorneys’ fees, expert‑witness fees, and costs of investigation) arising out of or relating to:

• The Customer’s purchase, use, operation, handling, storage, installation, maintenance, modification, or resale of the Product(s);
• The Customer’s breach of this Agreement or violation of any applicable law, regulation, or industry standard;
• Any negligence, misconduct, or willful act or omission of the Customer or its employees, contractors, or representatives;
• Any modification, alteration, addition, repair, or other handling of the Product(s) performed by or on behalf of the the Customer;
• The Customer’s failure to adequately train its personnel on the proper operation and maintenance of the Product(s);
• Any claim alleging that the Customer’s integration of the Product(s) into other systems, Product(s), or environments caused or contributed to personal injury, property damage, or economic loss;
• Any design changes or modifications to the Product(s), or any part thereof, made according to drawings, specifications, instructions, or other materials provided by the Customer to Alliant;
• Any use or operation of the Product(s) by any person prior to installation or commissioning by Alliant (when such installation services have been purchased);
• Any third‑party claim arising from representations, warranties, or commitments made by the Customer regarding the Product(s).

Alliant has the right, but not the obligation, to participate in the defense of any indemnified claim with counsel of its choosing, at its own expense, without relieving the Customer of its obligations. The Customer may not settle any indemnified claim without Alliant’s prior written consent, which may be withheld in Alliant’s sole discretion. The Customer’s indemnification obligations will survive delivery, acceptance, payment, expiration, or termination of the Agreement.

23. CONFIDENTIALITY

For purposes of this Agreement, “Confidential Information” means all non‑public information disclosed by Alliant to the Customer, whether orally, visually, electronically, or in writing, including without limitation: technical data, specifications, drawings, designs, software (including source code, object code, firmware, related documentation), pricing, commercial terms, business plans, service procedures, installation methods, training materials, and any information relating to the Product(s), including their its operation, performance, or maintenance. “Confidential Information” also includes any analyses, notes, summaries, or derivatives created by the Customer that contain reflect or incorporate such information.

The Customer shall keep all Confidential Information strictly confidential and shall not, without Alliant’s prior written consent, disclose any Confidential Information to any third party; use any Confidential Information for any purpose other than evaluating, operating, or maintaining the Product(s) in accordance with this Agreement; or copy, reproduce, reverse‑engineer, decompile, disassemble, or otherwise attempt to derive the structure, composition, or underlying ideas of any Confidential Information or the Product(s).

The Customer shall restrict access to Confidential Information solely to those of its employees and contractors who have a legitimate need to know such information for the permitted purposes and who are bound by written confidentiality obligations no less protective than those set forth herein contained in this Agreement. The Customer shall be fully responsible for any breach of this clause by its employees, contractors, or agents.

All Confidential Information shall remain the exclusive property of Alliant. Upon the earlier of (a) Alliant’s request, or (b) termination or expiration of this Agreement, the Customer shall immediately cease all use of the Confidential Information and shall return to Alliant, or certify in writing the destruction of, all Confidential Information in its possession or control, including all copies, summaries, extracts, and derivatives.

The obligations in this clause shall survive the termination or expiration of this Agreement for a period of five (5) years, or for such longer period as applicable law may protects trade secrets.

24. AMENDMENT

No amendment, modification, or waiver of any provision of this Agreement shall be valid unless it is set forth in a written instrument signed by an authorized officer of Alliant. No course of dealing, course of performance, usage of trade, or verbal statement shall be deemed to modify amend or waive any provision of this Agreement. Any attempted amendment or waiver not made in strict accordance with this Section shall be null and void.

25. ASSIGNMENT

The Customer may not assign, delegate, transfer, subcontract, or otherwise dispose of this Agreement, any of its rights or obligations under it, or any interest in the Product(s), whether voluntarily, involuntarily, by operation of law, or through change of control, without the prior written consent of an authorized officer of Alliant. Any attempted assignment or transfer in violation of this Section shall be null, void, and of no effect.

Alliant may assign or transfer this Agreement, in whole or in part, without the Customer’s consent, including to any affiliate, successor, purchaser of assets, or financing party. This Agreement shall be binding upon and shall inure to the benefit of Alliant and its permitted successors and assigns.

26. NOTICES

All notices, demands, consents, approvals, and other communications under this Agreement must be in writing and will be deemed given only when: (a) delivered personally; (b) sent by nationally recognized overnight courier with tracking; or (c) sent by email to the notice addresses designated by each party provided that no bounce‑back or error message is received. Notices to Alliant are effective only when delivered to an address or email expressly designated by an authorized officer of Alliant for official communications.

The Customer is responsible for keeping its notice information accurate and up to date. Failure to update such information shall not affect the validity of any notice sent to the most recent contact information provided by the Customer.

27. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALLIANT SHALL HAVE NO LIABILITY WHATSOEVER TO THE CUSTOMER OR TO ANY OTHER PERSON, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS of TIME, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, CONVENIENCE, COST OF RENTAL OR REPLACEMENT EQUIPMENT , COST OF FINANCING OR CAPITAL, COST OF LABOR, OR DIMINUTION IN VALUE OR ANY OTHER SIMILAR OR RELATED LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT(S), EVEN IF ALLIANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALLIANT’S TOTAL AGGREGATE LIABILITY FOR ANY REPAIR, REPLACEMENT, OR MODIFICATION OF THE PRODUCT(S) SHALL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID BY THE CUSTOMER TO ALLIANT FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM.  FURTHERMORE, ALLIANT’S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER AND ANY THIRD PARTY FOR ANY AND ALL LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE PRODUCT(S)—INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR PROPERTY DAMAGE, WHETHER BASED ON CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY—SHALL NOT EXCEED THE AGGREGATE PURCHASE PRICE PAID TO ALLIANT FOR THE PRODUCT(S) THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.

THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY CALIFORNIA LAW AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

28. GOVERNING LAW, VENUE, ARBITRATION, AND WAIVER OF JURY TRIAL

This Agreement, including its validity, interpretation, construction, and enforcement, shall be governed by and construed in accordance with the laws and judicial decisions of the State of California, without regard to any conflict‑of‑law rules or principles that would require the application of any other jurisdiction’s laws.

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Product(s), or the transactions contemplated herein shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in San Diego County, California, before a single arbitrator experienced in commercial contract disputes. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.  The Customer irrevocably waives any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement, the Product(s), or the relationship between the parties.

Notwithstanding the foregoing, ALLIANT may seek temporary, preliminary, or permanent injunctive relief or specific performance in the state or federal courts located in San Diego County, California. For such purposes, the Customer irrevocably submits to the jurisdiction of those courts and waives any objection based on forum non conveniens, lack of personal jurisdiction, or improper venue.

 In any arbitration or court proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including expert‑witness fees and all expenses incurred in of enforcement or collection.

29. CAPITALIZATION; SINGULAR AND PLURAL

Capitalized terms used in this Agreement have the meanings assigned to them in the sections in which they are defined and shall apply equally to both the singular and plural forms of such terms. Any use of a term in its singular form shall be deemed to include its plural form, and vice versa, unless the context expressly clearly requires otherwise. The use of a capitalized term shall be deemed to refer to the defined term, regardless of any variations in capitalization that may appear elsewhere in this Agreement. Words of any gender include all genders. Headings are provided for convenience only and shall not affect the interpretation of this Agreement.

30. WAIVER

No failure or delay by Alliant in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right. Any waiver by Alliant must be set forth in a written instrument signed by an authorized officer of Alliant, and no waiver shall be deemed a continuing or future waiver unless expressly stated. The Customer acknowledges that no course of dealing, course of performance, or verbal statement shall constitute a waiver of any provision of this Agreement.

31. SURVIVABILITY

The provisions of this Agreement that by their nature are intended to survive termination, expiration, delivery, or final payment shall remain in full force and effect notwithstanding any termination or expiration of this Agreement. Without limitation, the parties agree that the following obligations shall survive: confidentiality, payment obligations, security interests, indemnification, limitations of liability, exclusions of damages, export control compliance, subrogation, insurance obligations, intellectual property rights, governing law, dispute resolution, and any other provisions expressly stated to survive.  These surviving obligations shall continue to bind the Customer(s) until fully performed, satisfied, or extinguished in accordance with their terms

32. COUNTERPARTS

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means, including scanned PDFs or signatures executed through a reliable electronic‑signature platform, shall be deemed valid, effective and binding to the same extent as original signatures. No party shall contest the enforceability of this Agreement solely because it was executed in counterparts or by electronic signature.

DOC#ASTCW04012026V1 IN EFFECT AS OF APRIL 1, 2026