ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON LIFELINE CELL TECHNOLOGY UNLESS AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LIFELINE CELL TECHNOLOGY.
Standing orders / blanket orders
Lifeline provides "Standing" and "Blanket" orders for your convenience. A Standing Order is a prearranged shipment of product at a specified price on a recurring basis. A Blanket Order is an agreement to provide products at a specified price on an as-needed basis. Call your Technical Account Manager for more information.
Cell strains from specific donors can be held for customer evaluation for 30 days at no charge. A 15 day extension may be arranged by submitting a purchase order prior to the expiration of the original hold. Cells held beyond the 15 day extension will be subject to a NON-REFUNDABLE storage fee on a per ampoule basis that will be credited to the purchase of the cells. This policy is available at the discretion of your Technical Account Manager and may be denied based on inventory availability.
Reserve & storage policy
Committed (purchased) inventory of cell strains can be reserved for customers. Reserves require a purchase order outlining the complete terms of the purchase (cell type & strain, quantity, price, ship date, etc.). A NON-REFUNDABLE per ampoule storage fee will be charged for all ampoules on reserve. Call your Technical Account Manager for more information.
Orders arising hereunder may be changed or amended only by written agreement signed by both Customer and Lifeline Cell Technology. Customer may not cancel this order unless such cancellation is expressly agreed to in writing by Lifeline Cell Technology. In such event, Lifeline Cell Technology will advise Customer of the total charge for such cancellation, and Customer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Lifeline Cell Technology by its suppliers, and any other cost resulting from cancellation of this order by Customer which is permitted by Lifeline Cell Technology.
Shipping & claims
All sales to customers not covered by a Lifeline Cell Technology distributor are FCA Lifeline Cell Technology's shipping point unless otherwise noted. Shipping is prepaid and added to the invoice unless otherwise specified. Dry ice products may require an additional fee. Delivery of goods to the carrier at Lifeline Cell Technology's shipping point shall constitute delivery to Customer and Customer shall bear all risk of loss or damage in transit. Lifeline Cell Technology reserves the right, in its discretion, to determine the exact method of shipment. Lifeline Cell Technology reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries.
Immediately upon Customer's receipt of any goods shipped hereunder, Customer shall inspect the same and shall notify Lifeline Cell Technology in writing of any claims for shortages, defects or damages and shall hold the goods for Lifeline Cell Technology's written instructions concerning disposition. If Customer shall fail to so notify Lifeline Cell Technology within three days after the goods have been received by Customer, such goods shall conclusively be deemed to have been delivered without defects caused by shipping mishaps.
Lifeline Cell Technology 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 Lifeline Cell Technology's reasonable control, including, without limitation, acts of Customer, embargo or other governmental acts, regulation or request affecting the conduct of Lifeline Cell Technology's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
Allocation of goods
If Lifeline Cell Technology is unable for any reason to supply the total demands for goods specified in Customer's order, Lifeline Cell Technology may allocate its viable supply among any or all Customers on such basis as Lifeline Cell Technology may deem fair and practical, without liability for any failure of performance which may result.
Terms of sale are net 30 days of date of invoice, unless otherwise stated. If the financial condition of Customer results in Lifeline Cell Technology concluding, in its sole discretion, that there is doubt as to the collectability of the purchase price, Lifeline Cell Technology may, delay or postpone the delivery of the products; and Lifeline Cell Technology, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products. In the event of default by Customer in the payment of the purchase price, Lifeline Cell Technology may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Customer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Customer agrees to pay the balance then due to Lifeline Cell Technology on demand. Customer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Customer in any of the terms.
Payment terms for Lifeline Cell Technology customers in international territories not covered by an exclusive Lifeline distributor are net 30 days from date of invoice in US dollars drawn on a US bank.
Credit card orders are accepted over the phone. Please call (301) 845-7787. If payment is through wire transfer, please call accounting at (301) 845-7787.
Taxes and other charges
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Lifeline Cell Technology and Customer shall be paid by Customer in addition to the prices quoted or invoiced. In the event Lifeline Cell Technology is required to pay any such tax, fee or charge, Customer shall reimburse Lifeline Cell Technology therefore; or, in lieu of such payment, Customer shall provide Lifeline Cell Technology at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
Goods may not be returned for credit except with Lifeline Cell Technology's permission, and then only in strict compliance with Lifeline Cell Technology's return shipment instructions. Certain items may not be returned for credit. These items include: cells, refrigerated or frozen products; and reagents which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals. Any returned items may be subject to a 20% processing fee.
Compliance with laws, regulations
Lifeline Cell Technology certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules and orders issued pursuant thereto.
Customer's representations and indemnity
Customer represents and warrants that it shall use all products ordered herein in accordance with Paragraph "Customer's Use of Products", and that any such use of products will not violate any law or regulation. Customer agrees to indemnify and hold harmless Lifeline Cell Technology, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Lifeline Cell Technology may sustain or incur as a result of any claim against Lifeline Cell Technology based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Customer, its officers, agents, employees, successors or assigns, by Customer's customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of Lifeline Cell Technology's products, or by reason of Customer's failure to perform its obligations contained herein. Customer shall notify Lifeline Cell Technology in writing within fifteen (15) days of Customer's receipt of knowledge of any accident, or incident involving Lifeline Cell Technology's products which results in personal injury or damage to property, and Customer shall fully cooperate with Lifeline Cell Technology in the investigation and determination of the cause of such accident and shall make available to Lifeline Cell Technology all statements, reports and tests made by Customer or made available to Customer by others. The furnishing of such information to Lifeline Cell Technology and any investigation by Lifeline Cell Technology of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Lifeline Cell Technology.
Lifeline Cell Technology does not warrant that the use or sale of the products delivered under will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
Lifeline Cell Technology's failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of Lifeline Cell Technology's right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Lifeline Cell Technology may have at law or in equity. Any waiver of a default by Customer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation.
This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the State of Maryland including its conflict of laws principles.