Terms and Conditions

Last Revised: March 11, 2026

Welcome to joyelabs (hereinafter referred to as the "Company" or "Seller"). These General Terms and Conditions of Sale and Service (hereinafter referred to as the "Agreement") apply to your (hereinafter referred to as the "Buyer" or "Customer") purchase of any chemicals, pharmaceutical intermediates, reagents, consumables, and related services, including custom synthesis services (hereinafter collectively referred to as "Products and Services") from the Company. By placing an order, receiving Products, or making a payment, the Buyer is deemed to have fully accepted and agreed to be bound by all terms and conditions of this Agreement.

1. Scope of Application

This Agreement constitutes the entire agreement between the Buyer and the Seller regarding the transaction of Products and Services. Unless expressly agreed to in writing and signed by an authorized representative of the Company, any additional, altered, or conflicting terms proposed by the Buyer in purchase orders or other documents are hereby rejected and shall have no legal effect.

2. STRICT LIMITATIONS ON PRODUCT USE (MUST READ)

2.1 For Research Use Only (RUO): Unless otherwise expressly stated in writing by the Company on product labels, Certificates of Analysis (COA), or related documents, all standard catalog products and reagents provided by joyelabs are FOR LABORATORY RESEARCH AND IN VITRO USE ONLY.

2.2 Prohibition of Unauthorized Use: The Buyer expressly acknowledges and agrees that, without legal procedures and explicit permission from the Company, the Products shall NEVER be used for any other purposes, including but not limited to:

In Vitro Diagnostics (IVD) or clinical medical purposes;
Human or animal therapeutic, medical, injection, or consumption purposes;
As ingredients in foods, drugs, medical devices, or cosmetics;
Unauthorized commercial-scale production.

2.3 Compliance Commitment: The Buyer undertakes that it has qualified professionals to evaluate the suitability of the Products and will strictly handle, store, and use the Products in accordance with all applicable laws and regulations (including but not limited to environmental protection, hazardous chemical management, and occupational safety and health). The Buyer shall bear all legal consequences arising from the improper or illegal use of the Products.

3. Orders, Pricing, and Payment

3.1 Order Acceptance: All orders are subject to confirmation by the Company. The Company reserves the right to reject or cancel orders due to insufficient stock, failure to pass compliance reviews, or other reasonable grounds.

3.2 Price Changes: Unless a written quote is provided and remains valid, the price of the Products shall be the latest price at the time of shipment. Prices generally do not include taxes, shipping, and special packaging fees (e.g., dry ice shipping), which will be itemized separately and borne by the Buyer.

3.3 Payment Terms: Unless otherwise agreed in writing, the Buyer shall make full payment within [Insert Days, e.g., 30] days of invoice receipt. For overdue payments, the Company reserves the right to charge a late fee of [Insert Percentage, e.g., 0.05%] per day and suspend subsequent shipments or R&D services.

4. Delivery, Risk of Loss, and Inspection

4.1 Delivery: The Company will use commercially reasonable efforts to ship by the scheduled date. Delivery dates are estimates only, and the Company shall not be liable for direct losses caused by force majeure or logistics delays.

4.2 Risk of Loss: The risk of loss or damage to the Products shall pass to the Buyer upon delivery to the carrier.

4.3 Inspection and Discrepancies: The Buyer shall inspect the appearance and quantity of the Products within [Insert Days, e.g., 7] business days upon receipt. Any written objection regarding shortages, damaged packaging, or obvious defects must be raised within this period. Failure to raise an objection within the time limit shall constitute acceptance of the Products.

4.4 PURITY AND ACCEPTANCE CRITERIA: The Company will provide a Certificate of Analysis (COA) with the shipment or electronically. This COA serves as the sole acceptance standard for product purity, moisture, impurities, and specifications. If the Buyer disputes the purity, a third-party testing report from an equally qualified institution must be provided within the inspection period.

5. Warranties and Return Policy

5.1 Limited Warranty: The Company warrants that, within the designated shelf life or expiration date, the quality of the Products complies with the latest Certificate of Analysis (COA) provided by the Company.

5.2 Remedies: If the Products are proven not to meet the above warranty, the Buyer's sole remedy and the Company's entire liability shall be limited to, at the Company's sole discretion: (a) free replacement of the non-conforming Products; or (b) refund of the purchase price paid for such non-conforming Products.

5.3 Return Conditions: No Products may be returned without the prior written authorization of the Company and a Return Merchandise Authorization (RMA) number.

5.4 SPECIAL STORAGE AND COLD CHAIN DISCLAIMER: For chemicals and biological reagents containing peptides, antibodies, enzymes, or those explicitly requiring protection from light, refrigeration (e.g., 2-8°C), or freezing (e.g., -20°C or -80°C), the Buyer must properly store them immediately upon receipt. The Company assumes no responsibility, nor will it accept returns or issue refunds, for any deactivation, degradation, or deterioration caused by the Buyer's failure to store the Products in accordance with the conditions specified in the product instructions or COA after receipt.

6. Custom Synthesis (CRO/CMO) Specific Terms

For custom synthesis, process development, or contract manufacturing (CRO/CMO) services commissioned by the Buyer, the following special terms apply:

6.1 Best Effort Principle: Given the inherent scientific exploration attributes and technical risks of chemical synthesis and pharmaceutical R&D, the Company's custom R&D services are conducted on a "Best Effort" basis, with no absolute guarantee of successfully synthesizing target molecules or achieving predetermined yields.

6.2 Project Termination and Settlement: If unforeseen technical bottlenecks prevent the project from advancing on schedule, the Company has the right to terminate the project without incurring breach of contract liability. The Buyer is only required to pay the R&D stage fees actually incurred up to the termination date.

6.3 Intellectual Property: Unless otherwise expressly agreed in writing, upon the Buyer's full payment of the custom service fees, the final deliverables (target compounds) and their structural data shall belong to the Buyer. However, general synthetic routes, catalytic methods, process technologies, and background intellectual property independently developed or optimized by the Company during the R&D process without relying on the Buyer's confidential information shall remain the property of the Company.

7. LIMITATION OF LIABILITY (MUST READ)

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO LEGAL THEORY (INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) SHALL joyelabs AND ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, EXPERIMENTAL FAILURES, CLINICAL TRIAL DELAYS, OR LOSS OF BUSINESS OPPORTUNITIES). IN NO EVENT SHALL THE COMPANY'S CUMULATIVE LIABILITY FOR A SINGLE EVENT OR A SERIES OF RELATED EVENTS EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE BUYER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

8. Intellectual Property and Confidentiality

All catalogs, website content, formulations, and commercial conditions provided by the Company are confidential information. Purchasing Products does not constitute an express or implied grant of any licenses under the Company's core patents. The Buyer shall not reverse engineer, reverse synthesize, or use standard reagent products to infringe upon third-party intellectual property rights.

9. Indemnification

The Buyer agrees to indemnify, defend, and hold harmless joyelabs, its officers, employees, and affiliates from and against any third-party claims, lawsuits, personal injuries, or property damage resulting from the Buyer's (or its employees' or agents') failure to use the Products in accordance with this Agreement (especially the illegal use of scientific research reagents for human use or commercial production), violations of laws and regulations, negligence, or willful misconduct, including reasonable attorney's fees.

10. Governing Law and Dispute Resolution

The formation, performance, interpretation, and dispute resolution of this Agreement shall be governed by the laws of the jurisdiction where the Company is located. Any dispute arising out of or in connection with this Agreement shall first be settled through amicable negotiation. If negotiation fails, either party shall have the right to submit the dispute to the competent court in the registered location of joyelabs for litigation.