Terms and Conditions
1. Pricing
List prices in effect for Celsis In Vitro Technologies' products offered for sale can be found in the Celsis In Vitro Technologies products catalogue or by contacting Customer Service directly at (410) 455-1242 in the U.S and 49 (0) 341.21.71.50 for international orders. Orders can be placed by phone, e-mail (customerservice@invitrotech.com in U.S.; customerservice@invitrotech.de international) or FAX at (443) 836-0340 in the U.S. or 49 (0) 341.21.71.550 international. Celsis In Vitro Technologies reserves the right to modify prices at any time without prior notice. Modifications or deviations to current product pricing is solely at the discretion of Celsis In Vitro Technologies. Custom product pricing is quoted specifically on a per order basis and codified only in written purchase agreements.
2. Payment Terms
Net thirty (30) days from date of invoice. Celsis In Vitro Technologies shall invoice customer for product purchase price plus any applicable taxes, tariffs, duties, insurance and shipping charges pertaining to order. Celsis In Vitro Technologies reserves the right to withhold shipment, delay shipment or suspend performance under any purchase agreement upon customer payment delay or rescinded payments. Failure to pay within terms may result in a late payment interest charge of 1.5% on a per month basis or the maximum allowed according to local law. Customer may not cancel an order without a written understanding with Celsis In Vitro Technologies, and a cancellation charge may apply if additional expenses are incurred by Celsis In Vitro Technologies because of cancellation.
3. Standard Orders
All standard orders from the Celsis In Vitro Technologies catalogue are to be placed with Customer Service, (410) 455-1242 in the U.S. and 49 (0) 341.21.71.50 for all international orders. Standard orders may not be cancelled or revised once shipping procedures have commenced. Additions to standard orders may be made through Customer Service, but will appear as separate orders and may be subject to additional shipping charges. Verbal orders will not be accepted without accompanying payment information or valid purchase order numbers.
4. Special Orders and Custom Configurations
All requests for purchase of special orders or orders of a custom nature shall be placed in writing through Celsis / In Vitro Technologies Customer Service department; no verbal special or custom orders will be accepted. Purchase orders for same shall be coordinated through Customer Service and confirmed with the customer. All special orders and custom configuration products are manufactured to specification and warranted only to the contents and quantity on the product label. No warranties, express or implied, extend beyond the description of the product on the product label. Celsis In Vitro Technologies' sole liability in the event that a product does not conform as stated herein shall either be replacement of the product or refund of purchase price. Customer assumes all risk associated with product use and rights; Celsis In Vitro Technologies assume customer has obtained all rights required for product use, and customer agrees to indemnify and hold harmless Celsis In Vitro Technologies against any damages and claims arising from failure to obtain such rights.
5. Order Receipt and Acceptance
All orders are considered accepted and received by customer upon delivery. It is the responsibility of the customer to examine each order upon delivery and notify Celsis In Vitro Technologies immediately of any damage or other issues relating to product shipment by phone and by follow-up in writng no less than five (5) business days after product receipt, in accordance with Shipping and Returned Goods Policy stated herein. Failure to notify Celsis In Vitro Technologies of any order issues within stated time period shall constitute customer acceptance of product. All risk of product use and financial loss shall transfer to the customer upon receipt of all product orders.
6. Purchase Agreements
Standing orders, custom orders and/or large volume orders may be arranged and finalized through mutually negotiated and approved Purchase Agreements. The terms and conditions stated herein apply to all Purchase Agreements unless superseded by specific terms agreed upon by both parties within the agreement.
7. Shipping
Standard Orders are shipped Monday through Thursday for next-day delivery. Custom orders are shipped according to the schedule agreed upon within the purchase order and/or agreement governing the order. All shipments to customers are freight-on-board (F.O.B.) from Celsis In Vitro Technologies direct shipping origin, and will only be shipped by Celsis In Vitro Technologies approved carriers. Celsis In Vitro Technologies reserves the right to ship product(s) in partial instalments against a purchase order for product availability issues or other reasons, and the customer cannot cancel an order due to partial shipment status of product(s). Standard shipping and handling charges will be pre-paid by the customer in accordance to the price schedules referred to herein and will be added to the customer invoice. Celsis In Vitro Techonologies assumes no risk and is not liable for any loss or damage of products in transit from shipping point, including shipping delays, loss, accidents, labor disputes, weather delays, other acts of nature or any circumstances causing delivery delays. Customers should immediately inspect goods upon arrival at destination for completeness, accuracy and/or damage and report any issues immediately to Celsis In Vitro Technologies by phone and in writing within five (5) business days, in accordance with Returned Goods Policy herein.
8. Labeling and Packaging
All products are packaged appropriately to ensure the safety, identity and integrity of the product. Some products are shipped within temperature-controlled containers (cryoshippers). Please follow the instructions provided with the shipment regarding unpacking of the shipment, acquisition of shipping data and transfer of product to permanent storage by the customer. Products must be unpacked upon delivery – at no time shall the shipping container be used by the customer for storage of the product. Customer must carefully read all associated product labelling as to product safety and related warnings. Products may contain materials of animal or human origin, and must be handled and processed in accordance with standard biosafety methods and processes. More information on product characterization and safety can be found in the Material Safety Data Sheet (MSDS) associate with that product. MSDS sheets can be obtained by calling Customer Service at (410) 455-1242 (U.S.) or 49 (0) 341.21.71.50 (international). Customer must follow instructions for the timely return of shipping containers, if applicable. Cryoshippers are the property of Celsis / In Vitro Technologies and are to be returned in a prompt manner after product unpacking. Failure to do so within six (6) days from receipt of product shall result in a late fee assessment of $ 25; Failure to return a cryoshipper or returning a cryoshipper damaged beyond re-sue shall result in a material fee assessment of $ 1200. Celsis / In Vitro Technologies continually evaluates new packaging materials and concepts to improve customer service and mitigate environmental impact.
9. Storage of Products
Celsis In Vitro Technologies products are perishable, whether cryogenic suspensions, frozen microsomes, media or other products. Exposing such products to improper temperatures, shock or other adverse storage factors and conditions not in accordance with proper and recommended product conditions may damage them.
Customers must follow instructions provided for the immediate, proper storage of products. If there are any questions regarding proper storage or use of products, immediately contact Celsis In Vitro Technologies Customer Service at (410) 455-1242 (U.S.) or 49 (0) 341.21.71.50 (international) or a Celsis In Vitro Technologies Scientific Advisor at (410) 455-1242. Celsis In Vitro Technologies shall not be held responsible for replacement or refund of products that have been improperly storage or cared for.
10. Returned Goods Policy
If any product shipment are determined to be incorrect as to number, shortages or defects upon delivery to Customer, Customer shall notify Celsis In Vitro Technologies immediately by phone with follow-up written confirmation of same within five (5) business days, and Customer shall adhere to the Returned Material Authorization procedure herein. Please contact (410) 455-1242 for U.S. orders and 49 (0) 341.21.71.50 for international orders. After Customer receipt of product, Celsis In Vitro Technologies will not accept any product returns unless the product has been determined to be defective upon delivery. All returned goods shipments must be authorized through Customer Service prior to receipt at Celsis In Vitro Technologies and Celsis In Vitro Technologies. IVT Customer Service will issue an RMA number for all returns to any IVT site. No return shipment will be accepted without an RMA number clearly marked on the outside of the container. Please contact (410) 455-1242 for U.S. orders and 49 (0) 341.21.71.50 for international orders. All returned products are subject to re-test to determine if product is defective. If the product is found to be defective, it will be replaced at no charge. If the product is not found to be defective, the customer will be charged a restocking fee of $75 or 20% of the product purchase price, whichever value is greater, plus the cost of the product testing.
11. Ethics Statement and Policy
It is the policy of Celsis In Vitro Technologies not to receive identifying information regarding any human donor and thus can not transmit this information to a customer or other party. Celsis In Vitro Technologies strives to apply the best available technologies, quality control and business practices to ensure the best and most efficient use of tissues received from all sources. Celsis In Vitro Technologies will continue to develop new and better processes and methods to improve the efficient use of tissues and the quality of all products.
12. Product Use Limitations
All Celsis In Vitro Technologies' products are labelled as and intended for research use only (RUO), and are not intended for use in therapeutic or diagnostic products or procedures. All sales from Celsis In Vitro Technologies are to direct end users only and are not for resale, redistribution or transferral to third parties. Buyer acknowledges that use of products in process activities or procedures shall be in compliance with all applicable laws, guidelines and regulations.
13. Information Provided to Third Party Suppliers
Celsis In Vitro Technologies shall not disclose any specific customer information to any third party with the express written consent of customer.
14. Warranties
SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS
FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES OF WORKMANLIKE SERVICES.
THE FOREGOING EXCLUSION SHALL NOT APPLY TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT SUCH
EXCLUSIONS ARE PROHIBITED UNDER APPLICABLE LAW.
SELLER'S LIABILITY SHALL BE LIMITED TO RETURN OF THE PURCHASE PRICE FOR THE
PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES, WHETHER THE ACTION IS
BASED ON CONTRACT, TORT, OR STRICT LIABILITY, INCLUDING WITHOUT LIMITATION
DAMAGE TO, OR LOSS OF USE OF, PROPERTY, BUSINESS LOSSES OR LOSS OF
PROFITS, AND OTHER ECONOMIC LOSSES. SELLER SHALL NOT BE LIABLE TO
CUSTOMER FOR CONTRIBUTION OR INDEMNIFICATION. THE FOREGOING LIMITATION SHALL NOT
APPLY TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE PURSUANT TO THIS AGREEMENT.
SELLER DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES AS TO COMPLIANCE OF THE PRODUCTS WITH, OR THE APPLICABILITY TO PRODUCTS OF, LAWS OR REGULATIONS OF ANY COUNTRY OTHER THAN THE UNITED STATES OF AMERICA. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY ACTIONS, PERMITS, APPROVALS OR CONSENTS, TO ASSURE COMPLIANCE OF THE PRODUCT WITH ALL APPLICABLE LAWS, REGULATIONS, ORDINANCES, AND OTHER REQUIREMENTS OF CUSTOMER'S COUNTRY RELATING TO THE IMPORTATION, USE, OR ANY OTHER ASPECT OF THE PRODUCT'S ENTRY INTO OR USE WITHIN SUCH COUNTRY. THE REMEDIES PROVIDED
IN THIS AGREEMENT ARE EXCLUSIVE.
15. Limitation of Liability
Celsis In Vitro Technologies liability shall be strictly limited to the purchase price of the product(s) or the replacement of the product(s). Additional limitations and disclaimers may apply to special order products, and such limitations and disclaimers shall be delineated in the quotation, invoice and other documentation accompanying such special orders. No additional warranties apply to products that have been stored improperly, handled improperly or transported from the primary Buyer location as indicated on shipping documents.
16. Indemnification
Buyer agrees to indemnify, defend and hold harmless Celsis In Vitro Technologies and its' affiliates, employees, agents, directors and officers against any and all third-party liabilities arising from product use, except if such liabilities come about as a result of the infringement of Celsis In Vitro Technologies' products against any valid U.S. patent of a third party when used in strict accordance with recommended product instructions.
17. Governing Law
Any agreement(s) made or order(s) placed with Celsis In Vitro Technologies shall be governed by the laws of the state of Illinois (for U.S. orders) or the laws of the country of Germany (for international orders); both Seller and Buyer hereby submit and waive all objections to the exclusive jurisdiction of the courts of these two legal venues, including all state and federal courts as applicable.
18. Acceptance of Terms and Conditions
All orders to and products from Celsis In Vitro Technologies shall be subject to the Terms and Conditions herein. If these any or all of these Terms and Conditions are unacceptable to Buyer, Buyer shall promptly return any products purchased in the original shipping package material. Any use of product(s) or failure to return product(s) shall constitute acceptance of the above Terms and Conditions.
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