Terms & Conditions
STEMIMMUNE LLC’s offer to sell product(s) to Buyer is expressly limited to Buyer’s acceptance of these terms and conditions. STEMIMMUNE LLC is shipping these goods subject to the General Terms and Conditions detailed herein (the “Terms”). The Buyer will be deemed to have assented to these Terms unless the Buyer return the goods to us within 15 days after the receipt of the goods. STEMIMMUNE LLC’s failure to object to provisions contained in any purchase order or other form or document from Buyer shall not be construed as a waiver of these Terms nor an acceptance of any such provision. These Terms, including all writings incorporated herein by reference, any quotation issued to you by us, and those specific terms of a purchase order or other document that are either consistent with these Terms or expressly agreed upon by us in writing, constitute the entire contract between us, and supersede all prior agreements and understandings between us, whether written or oral, relating to the subject matter hereof. In the event of a conflict, a quotation takes precedence over these Terms, and a written contract signed by both STEMIMMUNE LLC and Buyer takes precedence over either. If one or more of these Terms are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms shall be unimpaired.
2. Taxes and Payment
STEMIMMUNE LLC reserves the right to delete or change specifications and pricing of its products at any time without notice, unless otherwise explicitly specified in a written customer product quote. Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event STEMIMMUNE LLC is required to prepay any such tax, Buyer will reimburse STEMIMMUNE LLC. Payment terms shall be net 30 days after shipment by STEMIMMUNE LLC. STEMIMMUNE LLC reserves the right to charge a late fee to invoices outstanding beyond 30 days after shipment. STEMIMMUNE LLC may refuse to sell to any person until overdue accounts are paid in full. Buyer is responsible for all collection costs on past due accounts.
3. Delivery and Shipment
STEMIMMUNE LLC will make every effort to ship the products or provide the services hereunder in accordance with the requested delivery date, provided that STEMIMMUNE LLC accepts no liability for any losses or for damages arising out of delays in delivery. Shipment of all products are FCA STEMIMMUNE LLC’s shipping point. All shipment costs shall be paid by Buyer and if prepaid by STEMIMMUNE LLC, the amount thereof shall be reimbursed to STEMIMMUNE LLC. Products shipped with dry ice are subject to a handling charge, which is prepaid by STEMIMMUNE LLC and added to the invoice.
4. Custom Made-To-Order Products
STEMIMMUNE LLC may define certain products as Custom Made-To-Order (“CMO”). Buyer must provide STEMIMMUNE LLC with product specifications prior to the start of manufacturing a CMO product. STEMIMMUNE LLC and Buyer shall agree to all production and testing techniques prior to the start of manufacturing a CMO product. Buyer must provide a Purchase Order detailing product and delivery schedule for reserved product. Buyer shall purchase the entire lot of the CMO without regard to volume. Purchase Orders for a CMO product(s) are not cancelable.
5. Inspection and Return
Buyer shall inspect the goods upon the receipt of goods shipped hereunder, and notify STEMIMMUNE LLC of any claims for shortages, defects or damages. If Buyer fail to notify STEMIMMUNE LLC within three days after you receive the goods, the goods shall conclusively be deemed to conform to these Terms and to have been irrevocably accepted by Buyer. Authorization for all product returns must be approved by STEMIMMUNE LLC and a return authorization number given to Buyer prior to the return of goods. Not all items will be authorized for return, due to temperature and packing requirements. Items authorized for return must arrive at STEMIMMUNE LLC facilities in a state satisfactory for resale to be eligible for product credit. A restocking charge of 25% or $25 (whichever is greater) shall be charged on returns that are not the result of any error or fault of STEMIMMUNE LLC. Shipping charges will not be credited. Goods may not be returned for credit after 20 days after Buyer’s receipt of the goods. At our discretion, we may issue a product credit or refund for the product value and shipping charges. No product credit shall be available for use if a past due balance is outstanding on the account. Any product credit not used within six months of the date of issue shall expire.
6. STEMIMMUNE LLC’s Standard Warranty
STEMIMMUNE LLC warrants to Buyer, our direct customer, that our products shall conform substantially to the description of such products as provided in our catalogues and literature accompanying the goods until their respective expiration dates or, if no expiration date is provided, for 6 months from the date of Buyer’s receipt of such products. STEMIMMUNE LLC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The warranty provided herein and the data, specifications and descriptions of STEMIMMUNE LLC products appearing in STEMIMMUNE LLC’s published catalogues and product literature may not be altered except by express written agreement signed by an officer of STEMIMMUNE LLC. Representations, oral or written, which are inconsistent with this warranty or such publications are not authorized and if given, should not be relied upon. In the event of a breach of the foregoing warranty, STEMIMMUNE LLC’s sole obligation shall be to repair or replace, at its option, the applicable product, provided the customer notifies STEMIMMUNE LLC promptly of any such breach. If after exercising reasonable efforts, STEMIMMUNE LLC is unable to repair or replace the product, then STEMIMMUNE LLC shall refund to the customer all monies paid for such applicable product. STEMIMMUNE LLC SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER DAMAGES SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS.
7. Authorized Use
The purchase of STEMIMMUNE LLC products conveys to Buyer a non-transferable right to use the purchased product(s) in compliance with the intended use statement listed on the product data or product information that accompanies each product. Each product also may be accompanied by limited use information or limited use label licenses. Unless otherwise expressly stated in product data or product documentation sheets, STEMIMMUNE LLC products have not been tested for safety or efficacy. Unless otherwise expressly indicated in our catalogues or on the label or other documentation accompanying the products, the products are intended for research use only and are not to be used for any other purposes including, but not limited to, 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.. Buyer shall be completely responsible for: obtaining any necessary intellectual property permission, compliance with any and all applicable regulatory requirements, and conducting all necessary testing.
8. Technical Advice
STEMIMMUNE LLC may, at Buyer’s request, furnish technical assistance, advice and information with respect to the products, if and to the extent that such advice, assistance or information is conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at Buyer’s risk and which is provided subject to the disclaimers and limitations of liability contained herein.
9. No Assignment
Orders are not assignable or transferable, in whole or in part, without the express written consent of STEMIMMUNE LLC.
10. Typographical Errors
Stenographical, clerical or computer errors on the face of any STEMIMMUNE LLC invoice shall be subject to correction by STEMIMMUNE LLC.
11. Third Parties
Nothing in this document is intended to create any rights in third parties against STEMIMMUNE LLC.
12. Fair Labor Standards
STEMIMMUNE LLC represents that the products or services provided hereunder were produced and/or performed in compliance with the requirements of all sections of the Fair Labor Standard Act of 1938, as amended.
13. Equal Employment Opportunity
STEMIMMUNE LLC is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, sexual orientation, age, veteran or handicapped status. The STEMIMMUNE LLC Equal Opportunity Certificate, which is mailed annually to all vendors and vendees, is incorporated into this contract by reference.