1. General. These Terms and Conditions of Sale (“Terms and Conditions”) shall govern the sale and license of any material from Stem Cell Theranostics, Inc. (“SCT”) to the purchaser (“Buyer”) (“Products”). These Terms and Conditions shall replace and supersede any current or future purchase orders or similar forms that are not mutually signed by SCT and Buyer. Purchase orders, once accepted by SCT, are not subject to cancellation or modification by Buyer without SCT’s written consent.
2. Price. Prices exclude all insurance, freight, taxes, fees, duties, and levies, which shall be payable by Buyer.
3. Delivery. Products will be packed in SCT’s standard shipping packages and shipped via carrier selected by SCT. Delivery dates set forth on a purchase order accepted by SCT are subject to change and are predicated on conditions existing at that time. SCT does not guarantee any delivery dates and shall not be responsible for any loss or damage of any kind or nature whatsoever caused by any delay in delivery irrespective of the cause of such delay. Tender will be FCA shipping point. Title and risk of loss or damage will pass to Buyer upon delivery of the Products to the carrier.
For Deliveries Outside the US: Buyer will be the importer for the Products and be responsible for paying VAT or similar taxes within the Buyer’s country.
4. Rejection. Any claims for damaged, missing, or defective Product must be reported in writing to SCT by Buyer within five (5) days from the date of receipt of Product. For any valid claim made, SCT shall repair or replace the Product. The foregoing shall be Buyer’s sole and exclusive remedy for damaged or missing Products, and, except for express warranty rights, for defective Products.
5. Payment. Buyer will be invoiced at the time of shipment of each Product. Buyer shall make payment in full within thirty (30) days of the date of the invoice. Late payments may incur a charge of interest at the rate of one and one-half percent (1.5%) per month, or the maximum allowed by law, whichever is less. Further shipment of Products may be declined without advance notice if Buyer fails to make any payment when due, or if the financial condition of Buyer becomes unsatisfactory to SCT. SCT may elect to retain a security interest in all Products sold to Buyer to secure all of Buyer’s obligations to SCT under these Terms and Conditions, and Buyer will execute any documents necessary to create and perfect this interest. Sales by SCT shipped outside the U.S. may require payment on an irrevocable letter of credit reasonably acceptable to SCT.
6. Limited Warranty. SCT warrants to Buyer that Products shall meet the published specifications for such Product until the expiration date on the Product’s label or other product documentation (the “Warranty Period”).
Buyer’s exclusive remedy, and SCT’s sole liability, for breach of the warranties set forth in this Section 6 is for SCT to, at SCT’s sole option, either (i) refund the fee paid to SCT for such Product (exclusive of shipping and handling charges), or (ii) replace the Product. The warranties set forth in this paragraph apply only if Buyer handles and stores the Product as described in the written instructions provided by SCT. To obtain the exclusive remedy, Buyer must report the lack of viability or non-conformation to specifications to SCT within the applicable Warranty Period. Any expiration date specified on the Product shipment documentation states the expected remaining useful life, but does not constitute a warranty or extend any applicable Warranty Period.
SCT is under no obligation to provide technical assistance or information about SCT products. Any suggestions by SCT regarding use, selection, application, or suitability of the Products shall not be construed as a warranty.
Any warranty provided herein does not apply to any other consumables, or to any defect caused by unsuitable storage, handling, use, or operating environment, use of non-recommended reagents, spills, or the use of the Products for a purpose or in a manner other than that for which they were designed, or any other abuse, misuse, or neglect of the Products. This warranty applies only to Buyer, and not third parties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SCT DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SAFETY, ACCURACY OR NON-INFRINGEMENT.
7. Limited License. Subject to these Terms and Conditions, and to the terms and conditions of any license provided by SCT that is specific to a particular Product (which shall govern with respect to such Product in the event of conflict with these Terms and Conditions), SCT hereby grants to Buyer a non-exclusive, non-transferable, non-sublicensable license to use the Product(s) provided to Buyer by SCT only in accordance with the written instructions provided by SCT. Buyer understands and agrees that except as expressly set forth in these Terms and Conditions (or in the SCT-provided license specific to a particular Product), no right or license to any patent or other intellectual property owned or licensable by SCT is conveyed or implied by these Terms and Conditions or any Product.
8. Research Uses Only. Products are for research use only and do not have the approval or clearance of the U.S. Food and Drug Administration (“FDA”) or other regulatory approval, clearance or registration for use in humans or animals. Buyer shall not use the Products for any therapeutic or diagnostic purposes. All Products shall be used by qualified professionals in accordance with any user label license, instruction or other documentation provided by SCT in connection with the Products. The burden for safe use and handling (including without limitation receipt, transfer, storage, and disposal) of all Products sold by SCT to Buyer is entirely the responsibility of Buyer. Absence of hazardous warnings does not imply non-toxicity.
9. Use Restrictions. Buyer is not licensed to, and agrees not to: (a) resell any Product, (b) transfer, or distribute any Product, directly or indirectly, to any third party for any purpose or use, except as otherwise approved by SCT in writing; (c) decompile, deconstruct, disassemble or make other attempts to reverse engineer any Product; or (d) provide a fee-for-service or other non-collaborative stem cell generation or differentiation service to third parties using any Product (e.g., wherein the service provider offers standardized services for standardized fees to multiple third parties, the customer does not contribute scientifically to the services performed, and all rights to the results and discoveries derived therefrom are transferred to the customer). Buyer acknowledges that failure to comply with any restriction of use set forth herein will (i) constitute a breach of these Terms and Conditions, (ii) invalidate any warranty provided herein, and (iii) constitute a violation or infringement of SCT’s and/or a third party’s intellectual property rights.
10. Compliance with Laws. Buyer assumes responsibility to ensure that the Products purchased from SCT are used, handled, received, transferred, stored and disposed of in accordance with all applicable foreign and domestic, federal, state and local statutes, rules and regulations. Buyer is solely responsible for obtaining all permits, licenses or other approvals required by any governmental authority in connection with Buyer’s use, handling, receipt, storage, transfer and disposal of Products. Without limiting the generality of the foregoing, Buyer agrees that it will not directly or indirectly export Products in violation of any applicable foreign or U.S. laws, including the U.S. export control laws and related regulations.
11. Indemnification. SCT is not liable for any damages or injuries arising from Buyer’s use, handing, receipt, transfer, storage or disposal of or any other activity relating to any Product. Buyer shall indemnify, defend and hold harmless SCT, its officers, directors, employees and agents from and against any losses, liabilities, demands, damages, costs, and expenses, including without limitation reasonable legal fees and expenses, in connection with any third party claims, suits, or proceedings arising out of the use, handling, receipt, storage, transfer or disposal of and other activities relating to the Products by Buyer, except to the extent such claim is caused by the gross negligence or willful misconduct of SCT.
12. Liability Limitation. SCT SHALL HAVE NO LIABILITY FOR ANY LOSS OF USE OR PROFITS, PROCUREMENT OF SUBSTITUTE GOODS OR ANY OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. SCT’S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SCT HEREUNDER.
13. Unforeseen Events. SCT shall not be liable for delay or failure in performance of any obligations hereunder if performance is rendered impracticable by the occurrence of any condition beyond the reasonable control of SCT. In the event of any such delay or failure in performance, SCT shall have such additional time within which to perform its obligations hereunder as may reasonably be necessary under the circumstances.
14. Contact, Notice. Any correspondence concerning these Terms and Conditions should be addressed to SCT at firstname.lastname@example.org.
15. Miscellaneous. These Terms and Conditions constitute the entire agreement between Buyer and SCT with respect to the subject matter hereof and are the final, complete, and exclusive statement of the terms of the agreement, superseding all prior written and oral agreements, understandings, and undertakings with respect to the subject matter hereof. The waiver of any provision or any breach thereof shall not affect any other provision of these Terms and Conditions. These Terms and Conditions shall be governed by and construed according to the laws of California, without regard to conflict of law provisions. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions. In the event that any provision of this Agreement or portion thereof is found to be illegal or unenforceable, the Agreement shall be construed without such unenforceable provision or portion. Buyer may not assign or otherwise transfer these Terms and Conditions or any rights or obligations hereunder, whether by operation of law or otherwise. Any such attempted assignment or transfer will be void and of no force or effect.
Intellectual Property Manager
Stem Cell Theranostics
640 Galveston Drive, Redwood City, CA 94063 Tel: 608 441 8376
Effective Date: 10/7/2014
Last Revised: 10/8/2015