Terms of Sale

These Terms of Sale ("Terms") govern every quotation, order acknowledgement, invoice, and shipment issued by Prism Biosciences LLC, a Delaware limited liability company ("Prism", "we", "us"). Submitting an order through our website, by email, or under a purchase order constitutes acceptance of these Terms in full and forms the entire agreement between Prism and the buyer with respect to that order.

Pre-printed purchase-order conditions, supplier-portal clickwraps, vendor questionnaires, and counter-offers are expressly rejected and have no effect unless set out in a written amendment signed by an authorized officer of Prism. If any provision of these Terms is held unenforceable, the remaining provisions continue in force and the unenforceable provision is limited to the minimum extent necessary.

Materials are supplied exclusively to qualified research purchasers. By placing an order, the buyer represents, warrants, and attests on each occasion that:

• The buyer is at least 21 years of age, legally competent to contract, and is either acting on behalf of a research institution or is an independent researcher with the training and facilities required to handle the material safely.
• Materials will be received, stored, reconstituted, and handled only by personnel trained in laboratory practice, in an environment with appropriate containment, refrigeration, and sharps and biohazard disposal.
• Materials will not be administered to humans or animals, ingested, injected, inhaled, applied topically to a person, resold for consumption, repackaged for consumer use, or represented as a drug, supplement, cosmetic, or medical device.
• The buyer is solely responsible for compliance with all applicable federal, state, provincial, and local law, including import, export, customs, and controlled-substance regulation in the destination jurisdiction, and holds any institutional or biosafety approvals required for the intended work.
• The information supplied at checkout — including recipient name, institution, and delivery address — is accurate and is not being used to conceal the true recipient.

Prism may request written institutional attestation, a principal-investigator contact, or evidence of laboratory address before releasing a lot, and may refuse, hold, or cancel any order at its sole discretion, including where the stated purpose falls outside research use. Cancelled pre-shipment orders are refunded in full.

All catalog items are research chemicals intended for in-vitro, analytical, and non-clinical laboratory investigation. They are not approved drugs, dietary supplements, cosmetics, foods, or medical devices, have not been evaluated by any regulatory authority for safety or efficacy in humans, and are not manufactured under pharmaceutical GMP unless a specific lot document states otherwise.

Specification sheets, mechanism-of-action summaries, pharmacodynamic parameters, synthesis descriptions, and protocol charts published by Prism are scientific reference material drawn from peer-reviewed literature and internal analytics. Dosing figures shown in protocol charts describe study-design parameters reported in that literature; they are not instructions, regimens, or recommendations for any person, and no statement by Prism or its personnel may be construed as medical advice or a claim of human benefit.

Prices are quoted in United States dollars and may change without notice; the price confirmed in the order acknowledgement governs that order. Quantities are subject to available released lot inventory, and Prism may allocate scarce lots among customers. Obvious pricing or description errors may be corrected before shipment, in which case the buyer may confirm the corrected price or cancel without charge.

Subscription orders renew automatically on the cadence selected at checkout at the discounted subscription rate then applicable, and the payment method on file is charged at the start of each fulfilment cycle. A subscription may be paused, rescheduled, or cancelled at any time before the next cycle begins from the researcher dashboard or by email; cancellation takes effect at the end of the current cycle and does not retroact to shipments already dispatched.

The buyer is responsible for applicable sales, use, excise, import taxes, duties, and customs brokerage. Tax-exempt institutions must submit a valid exemption certificate before checkout; exemptions cannot be applied retroactively to completed orders.

Accepted payment rails are card, ACH bank transfer, and digital-asset settlement in USDC on Solana. Digital-asset payments are final on network confirmation and are refunded, where a refund is due, in United States dollars at the amount originally charged. Net-30 invoicing is available to approved institutional accounts with a purchase order on file; overdue balances may accrue interest at 1.5% per month, or the maximum rate permitted by law, and may result in suspension of further release.

Title to materials passes on receipt of cleared funds in full. Risk of loss passes on carrier acceptance, subject to the cold-chain replacement commitments described in the Shipping & Cold-Chain Policy.

Each released lot carries a batch identifier tied to a Certificate of Analysis stating HPLC purity, identity confirmation, appearance, and release date. Public batch lookup returns summary release data; full certificates and lot history are available to the authenticated account that purchased the lot.

Documentation reflects the tested sample at the time of release. Purity, potency, and stability after receipt depend on the buyer's storage temperature, reconstitution practice, diluent selection, and handling, none of which Prism can control or warrant. Lots failing specification are quarantined and destroyed rather than downgraded, blended, or re-released.

Delivery estimates are estimates only and time is not of the essence. The buyer must inspect each shipment on arrival and report shortages, visible damage, breakage, or an exhausted thermal pack within 48 hours of delivery, with photographs of the packaging, coolant, and vials, so that Prism can evaluate a replacement under the cold-chain guarantee. Claims raised after that window may be declined.

Prism warrants that materials conform, at the time of shipment, to the specification stated on the Certificate of Analysis for the lot supplied. This is the sole and exclusive warranty offered, and the buyer's exclusive remedy for breach is replacement of the non-conforming lot or refund of its purchase price, at Prism's election. All other warranties, express, implied, or statutory — including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade — are disclaimed to the fullest extent permitted by law.

Prism's aggregate liability arising out of or relating to any order, whether in contract, tort, strict liability, or otherwise, is limited to the purchase price paid for the affected lot. Prism is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of research data, spoiled experiments, laboratory downtime, lost grant funding, or lost profits, even if advised of the possibility of such damages.

The buyer agrees to indemnify, defend, and hold harmless Prism and its officers, employees, and suppliers from any claim, loss, liability, penalty, or expense — including reasonable legal fees — arising out of the buyer's misuse of materials, any administration of materials to a human or animal, breach of the research attestation, onward transfer or resale of materials, or violation of applicable law by the buyer or its personnel.

The buyer may not export, re-export, or transfer materials in violation of United States export control or sanctions law, and may not supply materials to any person on a restricted-party list or in an embargoed jurisdiction. Prism monitors ordering patterns for signs of diversion to consumer resale and may terminate accounts, withhold release, and report suspected unlawful activity to the relevant authorities.

Prism is not liable for delay or failure to perform caused by events beyond its reasonable control, including carrier disruption, extreme weather, raw-material or reference-standard shortage, laboratory instrument failure, labour action, utility or network outage, or governmental action. Prism may suspend or terminate an account, subscription, or dashboard access on notice where these Terms are breached, and the provisions on attestation, warranty disclaimer, liability, indemnity, and governing law survive termination.

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The state and federal courts located in Delaware have exclusive jurisdiction, and the parties agree to attempt good-faith resolution by direct negotiation for 30 days before filing. Prism may update these Terms; the version in effect on the date an order is placed governs that order, and material changes are reflected in the effective date above. Questions may be directed to compliance@prismbio.co.