Acceptance

ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND CUSTOMER AGREES THAT THESE TERMS AND CONDITIONS, TOGETHER WITH THE DOCUMENT TITLED “PRODUCT SAFETY,” (COLLECTIVELY REFERRED TO AS THE “AGREEMENT”) CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AND CONTEMPORANEOUS ORAL OR WRITTEN AGREEMENTS OR UNDERSTANDINGS WITH RESPECT THERETO. BY PLACING AN ORDER FOR THE PURCHASE OF PRODUCTS, CUSTOMER AGREES THAT THE AGREEMENT WILL GOVERN SUCH PURCHASE. NO VARIATION OF THE AGREEMENT 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® Cell Technology provides “Standing” and “Blanket” orders for Customer’s 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.

Hold Policy

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 the Technical Account Manager and may be denied based on inventory availability.

Reserve and 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 and strain, quantity, price, ship date, etc.). A NON-REFUNDABLE per ampoule storage fee will be charged for all ampoules on reserve. The Technical Account Manager can provide further information.

Changes

Orders arising hereunder may be changed or amended only by written agreement signed by both Customer and Lifeline® Cell Technology. Customer may not cancel such 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 and Claims

All sales to customers not covered by a Lifeline® Cell Technology distributor are FCA (Incoterms 2020) Lifeline® Cell Technology’s shipping point unless otherwise noted herein. 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 accepted by customer, free from defects.

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, epidemic, pandemic, 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

Lifeline® Cell Technology makes no guarantee of product availability but will use commercially reasonable efforts to fill every order. 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 available 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.

Prices

Lifeline® Cell Technology reserves the right to change the pricing for products at any time with or without notice. All prices are quoted in United States dollars.

Payment Terms

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. 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, if not separately included on the invoice, 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.

Returns

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; reagents which have passed their expiration dates; custom products or special orders; and products missing labels, parts, or instruction manuals. Any returned items may be subject to a 20% processing fee.

Compliance with Laws, Regulations

Customer is solely responsible for complying with all applicable laws, rules and regulations relating to the handling and use of the products acquired hereunder.

Product Safety and Handling

Lifeline® Cell Technology products may consist of, be derived from or contain human or other animal source material. Customer shall at all times treat such products as potentially infectious, using proper handling techniques. Products should be handled and used only by people trained in proper laboratory safety procedures at Bio-safety level 2 or higher as recommended by the CDC for any human or other animal sourced material.

Lifeline® Cell Technology recommends storing cryopreserved vials in liquid nitrogen vapor phase. If vials must be stored in liquid phase, the vials should be transferred to vapor phase storage or -80°C for at least 24 hours prior to being thawed.

Product Use

Lifeline® Cell Technology’s products are intended for laboratory research purposes only and, unless otherwise stated on product labels, in Lifeline® Cell Technology’s catalog or in other literature furnished to Customer, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, human or veterinary clinical purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for any other commercial purposes whatsoever. Lifeline® Cell Technology’s products, and all media, cell, cell sub-culture or cellular fraction sold therewith or produced therefrom, cannot be resold to any other party. Any clinical or commercial use of Lifeline® Cell Technology’s products require a commercial license from Lifeline® Cell Technology.

Customer expressly represents, warrants and covenants to Lifeline® Cell Technology that, as a condition of purchase, Customer will properly use the products purchased from Lifeline® Cell Technology and/or materials produced with products purchased from Lifeline® Cell Technology in accordance with this Agreement, any instructions provided by Lifeline® Cell Technology, and all applicable laws and regulations, now and hereinafter enacted.

Customer acknowledges that since Lifeline® Cell Technology’s products are intended for research purposes only, they may not be on the Toxic Substances Control Act (TSCA) inventory. Customer assumes responsibility to assure that the products purchased from Lifeline® Cell Technology are approved for use under TSCA, if applicable. Customer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from Lifeline® Cell Technology.

Limited Product Warranty

Lifeline® Cell Technology warrants that its products will comply with the quality standards set forth in the applicable product literature and/or on the Lifeline® Cell Technology website. The warranty is voided if the products are damaged during transport, or are not handled, used and stored in accordance with this Agreement and Lifeline® Cell Technology’s product literature and other instructions.

LIFELINE® CELL TECHNOLOGY MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PRODUCT OR NONINFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT (INCLUDING WITHOUT LIMITATION, CLAIM OF INACCURATE, INVALID OR INCOMPLETE RESULTS), WHETHER ARISING BY STATUTE OR OTHERWISE AT LAW OR IN EQUITY, OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE.

If a Lifeline® Cell Technology product does not meet the limited warranty, Lifeline® Cell Technology’s sole liability, and customer’s sole remedy, shall be either the replacement of the product at no charge to Customer, or issuance of a credit for the value of the product or a refund of the purchase price paid therefor, in Lifeline® Cell Technology’s sole discretion.

In the case of media, growth factors or supplements, the limited warranty is only valid through the applicable product expiration date, and Customer must make a warranty claim no later than twenty (20) business days following such date. In the case of living cell products, the limited warranty is valid for one (1) year after the applicable product shipping date, and all warranty claims must be made within such one (1) year period.

At the request of Lifeline® Cell Technology, the Customer shall return to Lifeline® Cell Technology or its designee a sample of the allegedly non-conforming product, such that Lifeline® Cell Technology or its designee may confirm the existence of the non-conformity.

Indemnification and Limitations on Liability

Customer shall defend Lifeline® Cell Technology, its Affiliates, and its and their respective directors, officers, employees, and agents (collectively, the “Lifeline® Indemnitees”), and shall indemnify and hold harmless the Lifeline® Indemnitees, from and against any liabilities, losses, costs, damages, fees, or expenses payable to a third party, and reasonable attorney’s fees and other legal expenses with respect thereto, arising out of any claim, action, lawsuit, or other proceeding brought against any Lifeline® Indemnitee by a third party to the extent resulting from (a) Customer’s negligence or willful misconduct, (b) Customer’s breach of this Agreement, (c) Customer’s use or modification of the products, (d) Customer’s failure to comply with applicable laws, rules and regulations, (e) Customer’s violation of a third party’s intellectual property rights, or (f) Customer’s failure to obtain third party rights to use the products.

IN NO EVENT SHALL LIFELINE® CELL TECHNOLOGY BE LIABLE FOR ANY CAUSE OF ACTION OR DAMAGES UNDER ANY LEGAL THEORY (INCLUDING WITHOUT LIMITATION STATUTORY, CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION FOR LOST PROFITS) EVEN IF SUCH DAMAGES WERE FORESEEABLE OR LIFELINE® CELL TECHNOLOGY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

LIFELINE® CELL TECHNOLOGY’S LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY PRODUCT SOLD HEREUNDER SHALL BE LIMITED TO THE AMOUNT THAT LIFELINE® CELL TECHNOLOGY RECEIVED FROM CUSTOMER FOR THE PURCHASE OF THE PRODUCT GIVING RISE TO THE CLAIM.

Miscellaneous

Lifeline® Cell Technology’s failure to strictly enforce any term or condition of this Agreement 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 of this Agreement 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 Customer default 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.

Governing Law; Venue

All disputes as to the legality, interpretation, application, or performance of this Agreement shall be governed by the laws of the State of California including its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or enforcement of this Agreement. The Parties hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts of the State of California in respect of the interpretation and enforcement of the provisions of this Agreement.

If you have any questions, please contact technical support.

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