Terms & Conditions

Customer agrees that all orders shall be subject to the following standard terms and conditions.

PAYMENT TERMS. Unless payment in advance is required, payment is due thirty (30) days after the date of CellzDirect Inc.’s (hereinafter referred to as “CellzDirect”) invoice. CellzDirect shall invoice Customer for the purchase price of the product ordered, any applicable taxes, duties or tariffs, and any applicable shipping, handling or insurance charges incurred upon shipment. Any payments not made within such thirty (30) day period will be subject to an interest charge of one and a half percent (1.5%) per month or the maximum rate allowed by applicable law, whichever is less. Customer may not cancel any order without CellzDirect’s prior written agreement. If CellzDirect charges or receives any excess interest, it shall be deemed a mistake.
CellzDirect will automatically conform to applicable law, and if excess interest has been received, CellzDirect will refund the excess to Customer. In addition, if any cancellation causes any additional expenses to be incurred by CellzDirect, a cancellation charge covering these expenses will be charged to Customer.

SHIPMENT AND ACCEPTANCE. All prices are F.O.B. CellzDirect’s shipping point. We reserve the right to partially ship items on a given purchase order pending product availability. Orders are shipped via CellzDirect’s recommended carriers. Refrigerated shipments will be charged a nominal refrigeration fee. Upon receipt of goods, Customer must inspect all aspects of the shipment and notify CellzDirect in writing of any inaccuracy or defects. Such notification must be received by CellzDirect within five (5) days after receipt of goods by Customer at which time the goods shall be deemed accepted by Customer. Customer’s exclusive remedy and CellzDirect’s sole obligation in the event any shipment is inaccurate or defective is, at CellzDirect’s option: (i) a refund of the fee paid to CellzDirect for such shipment (exclusive of shipping and handling charges), or (ii) replacement of the material shipped. CellzDirect reserves the right to cease shipment of any order for any customer who has outstanding past due invoices or has breached any of the terms and conditions set forth herein.

SCOPE OF USE. Customer agrees that its use of materials has a clearly demonstrated scientific, medical, research, or educational purpose. Customer agrees not to use materials for clinical application. Customer agrees not to redistribute material to any third party. Customer agrees that material designated as Biosafety Level 2 or 3 constitutes known pathogens and that other material not so designated may be pathogenic under certain conditions. Customer assumes all risk and responsibility in connection with the receipt, use, storage, handling, transfer or other disposal of any material provided hereunder, including, without limitation, taking all precautions to minimize health or environmental risk. Customer represents that any activity it undertakes in connection with any materials provided hereunder will be in compliance with all applicable laws, regulations and guidelines. In addition, Customer shall defend, indemnify and hold CellzDirect harmless against any claims, actions, suits, damages, losses and expenses (including reasonable attorneys’ fees) that arise out of or relates to any receipt, use, storage, handling, transfer or other disposal of any material provided hereunder.

PRODUCT LABEL. Customer represents that it shall read the product label carefully for safety information and warnings related to product hazards before opening any container or using any product. Some products may present flammable, toxic or other hazards. More information can be obtained by reading the Material Safety Data Sheet, available upon request from a customer
service or technical service representative. The absence of a warning must not be construed as an indication that the product is safe. All possible hazards may not be known at this time. Some products may contain materials of animal or human origin. Products should only be handled and used by qualified personnel familiar with the potential hazards and trained in laboratory procedures. Customer represents that it is familiar with and shall utilize appropriate biohazard protocols.

NO WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR OTHERWISE AGREED TO IN WRITING BY CELLZDIRECT, CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS ARE BEING SUPPLIED WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND CELLZDIRECT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY. IN NO EVENT SHALL: (I) CELLZDIRECT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF INCOME OR PROFITS ARISING OUT OF THIS AGREEMENT OR OTHERWISE RELATED TO ANY PRODUCT, EVEN IF CELLZDIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) THE LIABILITY OF CELLZDIRECT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO CELLZDIRECT FOR THE SPECIFIC PRODUCT OR SHIPMENT THAT RELATE TO THE APPLICABLE CLAIM.

ACKNOWLEDGEMENT. Customer agrees to acknowledge CellzDirect and any contributor indicated by CellzDirect as the source of any material shipped hereunder in all publications or patent applications that reference or arise out of the material shipped hereunder. If required by the contributor indicated by CellzDirect, CellzDirect may inform such contributor of Customer’s identity.

MISCELLANEOUS. These terms and conditions shall be governed and construed in accordance with the laws of the State of Delaware, without reference to its conflicts of law rules. If Customer is located outside the U.S., the parties exclude in its entirety the application of the United Nations Convention on Contracts for the International Sale of Goods. All terms and conditions of this Agreement are severable. If any term or provision, or any portion thereof, of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions shall not be affected. Customer acknowledges and agrees that these terms and conditions shall govern the purchase of any and all products of CellzDirect by Customer, and none of the provisions set forth in any purchase order or any CellzDirect acknowledgement thereof (either printed, stamped, typed or written), if any, shall be applicable to such purchase. Sole and exclusive venue for jurisdiction shall be in the State of Delaware.

For research purposes only. Not to be used for clinical application or redistribution.