SALES TERMS AND CONDITIONS

Updated 1/1/2012

 

 Description of Goods

 

Cell Biologics, Inc. (“CELL BIOLOGICS”) offers sale of primary mouse cells, culture media, and cell culture reagents (“PRODUCTS”). All sales are subject to the terms and conditions set forth herein and require customer's assent thereto.

 

Authorized Uses

 

CELL BIOLOGICS’ PRODUCTS are solely for research use only. PRODUCTS are to be used in a safe manner and in accordance with all applicable governmental rules and regulations. Human use of CELL BIOLOGICS’ PRODUCTS is strictly prohibited. Unless otherwise expressly indicated in our catalogues or on the label or other documentation accompanying the goods, the goods are not intended for unauthorized commercial purposes, in vitro diagnostic purposes, ex vivo or in vivo therapeutic purposes, investigational use in foods, drugs, devices or cosmetics of any kind, or for consumption by or use in connection with or administration or application to humans or animals. No right to resell the goods, or any portion thereof, is conveyed hereunder.

 

Warning

 

CELL BIOLOGICS’ PRODUCTS are derived from pathogen-free laboratory mice. Nevertheless, customers should handle the PRODUCTS with caution, because no test procedure can completely guarantee the absence of any infectious agents.

 

Warranty and Liability

 

PRIMARY MOUSE CELLS, CULTURE MEDIA AND CELL CULTURE REAGENTS ARE PROVIDED "AS IS". CELL BIOLOGICS EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THESE PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In case of dissatisfaction for a valid reason and claimed in writing within twenty (20) days of receipt of PRODUCTS, CELL BIOLOGICS will, at its option, provide credit or replacement for the PRODUCTS received. IN NO EVENT SHALL CELL BIOLOGICS BE LIABLE FOR ANY CAUSE OF ACTION OR DAMAGES OR UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. We shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond our reasonable control. In purchasing and receiving PRODUCTS from CELL BIOLOGICS, purchaser or recipient, or any party claiming by or through them, expressly releases and discharges CELL BIOLOGICS from all such causes of action or damages, and further agrees to defend and indemnify CELL BIOLOGICS from any costs or damages arising out of any third party claims.

 

The CELL BIOLOGICS Secure-Genotype Promise

 

CELL BIOLOGICS promises its clients to deliver primary cells having the genotype ordered as available. The CELL BIOLOGICS Laboratory uses standard genotyping protocols to verify the genetic background of CELL BIOLOGICS mouse strains and that of cells cultured from them.  We also confirm the genotype of mouse strains with specified molecular mutations. The murine primary cells derived from genetically modified or wild type mouse strains are made available to researchers in accordance with our Terms and Conditions. CELL BIOLOGICS is not responsible for any damages beyond the purchase price. Acceptance of CELL BIOLOGICS’ PRODUCTS shall be deemed agreement to the Terms and Conditions.

 

Resale

 

Authorized distributors and affiliated companies can be found in the Contact Page on our website, www.cellbiologics.com.  Transfer or resale of any CELL BIOLOGICS’ Cells or Products from the purchaser to other markets, organizations, or individuals is prohibited by CELL BIOLOGICS.  Products may be resold only with the written permission of CELL BIOLOGICS, INC.  CELL BIOLOGICSTerms and Conditions must be accepted before submitting an order.

 

Conditions of Use

 

CELL BIOLOGICS.’ biologic reagents of primary animal CELLS or PRODUCTS shall not be: (1) used for any purpose other than the internal research, (2) sold or otherwise provided to any third party or any agent for any use, or (3) developed to ENDOTHELIAL CELLS or derivatives or other services.  Acceptance of CELLS and PRODUCTS from CELL BIOLOGICS shall be deemed as agreement by buyer to these conditions, and departure from these conditions requires CELL BIOLOGICS.'s prior written authorization.

 

Indemnity

 

Customers shall indemnify, defend, and hold CELL BIOLOGICS harmless from and against any third party and all losses, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) that CELL BIOLOGICS may incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort, or other theory of law, by customers, whether direct or indirect, in connection with the use of PRODUCTS.

 

Patent Infringement of Third Party

 

CELL BIOLOGICS EXTENDS NO WARRANTY OF NON-INFRINGEMENT OF ANY PATENT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS. If any claim is made against us for infringement of Intellectual Property rights of any third party as a result of (i) the manufacture or sale of goods based upon instructions, specifications, or other directions provided by you or (ii) your use of goods purchased from us, you shall indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses (including reasonable attorneys’ fees and other costs of defending any action) that we may incur as a result thereof. You shall fully cooperate with us in any investigation relating to any such claims and make available to us all related statements, reports and tests available to you.

 

Product Availability

 

CELL BIOLOGICS makes no guarantee of product availability, but will make every effort to fill the customer’s orders in a timely fashion.

 

Product Replacement Policy

 

Replacement of a defective product will be at the sole discretion of CCELL BIOLOGICS. Customer is required to fill out the Product Replacement Form, within two weeks of receipt of goods. CELL BIOLOGICS will replace a defective product only if the product was used in conjunction with CELL BIOLOGICS’ media and culture reagents and according to the guidelines provided by CELL BIOLOGICS. Customer is required to pay shipping and handling costs for all replacement products.

 

Credits & Refund policy

 

CELL BIOLOGICS warrants that the products listed in its catalog are manufactured with utmost care and stringent quality control procedures. CELL Biologics does not accept any returns or provide credits. No refunds will be given.

 

Payments

 

All payments must be made in U.S. dollars. Acceptable forms of payment are Purchase Orders and Credit Card Orders.  Shipping costs of the ordered item(s) are the responsibility of the customer.

 

Export or Legal Restrictions

 

All international orders can be placed via Fax or E-mail. All shipments will be accompanied by standard commercial invoices. Please contact CELL BIOLOGICS at info@cellbiologics.com if there are any special requirements.

 

Delivery Policy

 

Same day shipping can be arranged in most cases if the order is received by 12 PM central time (US). Cryopreserved cells are shipped in dry ice packing for US, Canada, and certain European countries. Live-cell shipment is also available on request by overnight shipment. Media and reagents are shipped in cold packs, or in dry ice as requested/necessary. Please contact CELL BIOLOGICS at info@cellbilogics.com to make special delivery arrangements. CELL BIOLOGICS accepts no liability for any loss of or damage to any of its products during shipping or delivery or for losses or damage to products for any cause beyond Cell Biologics’ reasonable control.

 

 

 

Consumer Data Privacy Policy

 

CELL BIOLOGICS recognizes the importance of protecting the privacy of our clients’ information collected from our on-line customers. We respect and exercise reasonable degree of care to safe guard any received personal information. Only when provided by the voluntary act of the customers will CELL BIOLOGICS collect visitors’ names, addresses, e-mail addresses and the like. However, if customers provide further feedback to CELL BIOLOGICS, the information shall be treated as non-confidential and non-proprietary. Certain web-pages found in CellBiologics.com may require that “cookies” information, which may be placed on a customer's computer. It should be noted that such cookies information do not collect personally identifiable information, only assist CELL BIOLOGICS to determine which pages in our website are being visited, and at what frequency. Acceptance of delivery of CELL BIOLOGICS’ PRODUCTS shall be deemed agreement to these terms and conditions.

 

CELL BIOLOGICS may at any time revise its Terms and Conditions without notice. You are bound by any such revisions and should therefore periodically visit this page to review any updates to the Terms and Conditions.