I. TERMS OF USE
Cell Applications, Inc. (“CAI”) will sell products to you (“Buyer”) subject to the following Terms & Conditions. These terms supersede and override any and all contractual terms and conditions of the other contracting party howsoever and whenever communicated. The Terms and Conditions set forth herein are governed by the laws of the State of California and such laws and jurisdiction shall govern any disputes that arise between the Buyer and CAI.
 
II. ELECTRONIC COMMUNICATIONS
CAI will normally communicate with the Buyer through e-mails which is considered electronic communication. The Buyer consents to receive electronic communication from the CAI through e-mails or through notices available on the CAI’s website. The Buyer hereby consents that these electronic agreements, notices and communications meets the legal requirements of written documents.
 
III. AUTHORIZATION TO CONTACT BUYER
The Buyer agrees to receive calls from the CAI at any of the telephone numbers that the Buyer has provided to CAI, that have been collected by the CAI’s own efforts and/or that have been provided by third parties. If the telephone number that the CAI has collected is a mobile telephone number, the Buyer consents to receive SMS or other text messages at that number. Standard telephone minute and text charges may apply if the CAI contacts the Buyer at a mobile number or device. The Buyer agrees that the CAI may contact the Buyer in the manner described above at the telephone numbers the CAI has on record for the following:
 
To contact the Buyer for reasons relating to the Buyer’s purchase(s), account or the Buyer’s use of the CAI’s products (such as to collect a debt, resolve a dispute or to otherwise enforce the CAI’s User Agreement) or as authorized by applicable law.
 
IV. SALES
All shipments are FOB dispatched as (freight on board). CAI shall not be liable for any loss, damage(s) or penalties as a result of any delay(s) in or failure to manufacture, deliver and/or otherwise performed hereunder due to any cause beyond CAI’s reasonable control, including and without limitation to, unsuccessful reactions, act of the Buyer, embargo or other governmental act(s), regulation or request affecting the conduct of CAI’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes and/or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, inadequate refrigeration and storage or inability to obtain necessary labor, fuel, materials, supplies or power at current prices. All freight and/or shipping and handling charges will be added to your invoice unless Buyer provides their shipping account number. The Buyer is responsible for all duties and taxes.
 
Immediately upon the Buyer's receipt of any goods shipped hereunder, the Buyer shall inspect the same and shall notify CAI in writing of any claims for shortages, defects or damages and shall hold the goods for CAI with written instructions concerning disposition. If the Buyer shall fail to so notify CAI within three days after the goods have been received by the Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and have been irrevocably accepted by the Buyer.
 
V. INTERNATIONAL ORDERS
For International Orders, all orders must be submitted and received by Thursday, 12:00 PST. All international orders are shipped out on Fridays unless otherwise pre-arranged by Buyer. For all international accounts that are under pre-paid terms, payments must be received prior to releasing of the shipment(s). All international PO(s) must have a signed International Shipment Agreement accompanying the PO. CAI suggests that all proper documentation and arrangements are made and/or submitted prior to the order arriving at the local Customs office to avoid any delays in receiving their order. Please refer to Section IV, A where it reviews CAI’s responsibilities for any damages caused by delays in receiving orders.
 
VI. PRODUCT USE AND RECOMMENDATIONS
All products are intended for Research Use Only, and are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals.
 
All materials provided, including the website has been designed to provide general information about CAI and its products. They are not intended to provide any instruction(s) on the appropriate use of products produced and supplied by the CAI. All recommendations for handling, storage or use of products, whether given in writing, orally, or to be implied from the results of tests are based on the state of CAI’s knowledge at the time such recommendations are made. Notwithstanding any such recommendations, the Buyer of such products must make their own determination to be satisfied by the products supplied by CAI and the information and recommendations given by the CAI are (i) suitable for intended process or purpose, (ii) are in compliance with environmental, health and safety regulations, and other regulations in the regions and countries where they are purchased, offered for sale, marketed, sold, and used and (iii) will not infringe any third party's intellectual property rights.
All products are sold as the final products and Buyer are prohibited to tamper, reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to CAI’s integrity of its products. Cell Applications, Inc. material and derivatives (descendants from the CAI Materials, such as cell from cell, or organism from organism, virus from virus) may only be used by Buyer's Investigator for research purposes and only in Investigator’s laboratory. Resale or transfer of cells or its derivatives is not permitted under any circumstances without CAI’s signed, written permission. Material: any materials acquired from CAI by Buyer, as described on the CAI Invoice. Any Commercial Use of the Biological Material is strictly prohibited without CAI’s prior written permission.
 
VII. PRICING AND AVAILABILITY
Although CAI tries to ensure that all details, descriptions and prices are accurate, errors may occur. If CAI discovers an error in the price of any goods which Buyer has ordered, CAI will inform Buyer as of this as soon as possible and give Buyer the option of reconfirming Buyer’s order at the correct price or cancelling it. If CAI is unable to contact Buyer, CAI will treat the order as a cancellation. If Buyer cancels after payment of the goods has been made, Buyer will receive a full refund.
 
VIII. WARRANTIES & LIMITATION OF LIABILITY
CAI warrants that the product will meet the specifications stated on the technical data sheet for that product. CAI agrees to replace the product free of charge if the product does not conform to the specifications. If changes in the physical criteria of any product are made, the description in the technical data sheet will supersede the information contained in this catalog.
 
CAI shall not, under any circumstances be liable for any special, direct, indirect, incidental, exemplary, or consequential damages to person(s) or property(is) arising out of or connected with the transactions contemplated hereby, subsequent sale, or use of the goods, including, but not limited to, loss of profit or revenues, loss of use in the products or any associated equipment, cost of capital, cost of substitute products, facilities, service or replacement power, down time, costs or claims of Buyer’s Buyers for such damages. If Buyer transfers title to or leases the products sold hereunder to any third party, Buyer shall indemnify and defend CAI and its suppliers against any such damage. CAI’s maximum liability for any reason shall be the value of the goods purchased by Buyer under this agreement, subject to the right of removal and return of the goods sold as provided below.
 
IX. REPLACEMENTS
Buyer must notify CAI within three (3) days of receiving goods to be eligible for a replacement. No refunds will be given. Replacements will be considered upon receiving the Cell Culture Questionnaire. CAI will only replace defected products. Buyer is not eligible for a replacement if cells are refrozen, or if any other protocol or media and reagents were used during the culture process other than that suggested by CAI. Any deviation from the Cell Applications, Inc.’s Cell Culture Instructions nullifies warranty.
 
X. BACK ORDERS
Orders that have items out of stock will automatically be placed on back ordered and shipped F.O.B. from our warehouses as soon as they are available. Any unwanted back orders should be cancelled immediately. The cost of back-ordered material and applicable freight charges will be due at time of shipment.
 
XI. CUSTOM ORDER ITEMS
Buyer must receive contractual approval and quote for all custom orders and services. A 50% deposit is required on all custom ordered items. Custom ordered items cannot be cancelled or returned.
 
An authorization form with signature is required if using a credit or debit card for deposit.
 
XII. DELIVERY POLICY, TITLE AND RISK OF LOSS
North American orders are shipped via Federal Express overnight, F.O.B. San Diego, California. In most instances, same day shipping can be arranged if the order is received by 12pm PST. All San Diego metropolitan area orders are delivered via local courier.
In general, international shipments are shipped on Fridays to accommodate transit times allowing the shipment(s) to be delivered during the work week in most countries.
 
Cryopreserved cells are shipped in dry ice package for U.S. and Canada are shipped via Federal Express priority service which allows dry ice monitoring and replenishing. Federal Express does charge an extra fee for this service, therefore, Buyer must inform CAI to use this service prior to the releasing of the shipment. Certain European countries might require the order(s) to be shipped in liquid nitrogen vapor shipper for large overseas orders and those that require a long transit time. Media and reagents are shipped in blue ice package, or in dry ice as requested/necessary. For special arrangements, Buyer must notify CAI via email, telephone, facsimile and/or postal mail prior to dispatching the order.
 
Each shipment or delivery shall be considered a separate and independent transaction from the cost of products, dry ice and/or blue ice. Freight Charges are listed as a separate line item in the invoice and also included the “Total” invoice line.
 
XIII. EXCUSABLE DELAYS
CAI will make a reasonable effort to notify Buyer of any material delay and will specify a revised delivery as soon as possible. CAI will not be liable for delays in delivery or performance, or for failure to manufacture, deliver or perform as a result of acts of God, fire, acts of civil or military authority, government priorities, strikes or other disturbances, floods, epidemics, war, riots, delays in transportation or car shortages, or inability on account of causes beyond the reasonable control of the CAI to obtain necessary materials, components, service or facilities, or any other cause beyond CAI’s reasonable control. In the event of any such delay, there will be no termination and the date of delivery or performance shall be extended for a period equal to the time lost by the reason of delay. The CAI will not be held responsible for liquidated damages caused by delayed deliveries.
 
XIV. RETURNS
CAI makes every effort to ensure your order will be shipped to the highest standards of quality. In the event that an error or damage has occurred, please follow the steps below for all orders:
 
1. Damages, overages, and shortages must be reported within 3 business days of receipt. Notify CAI’s Customer Service Center either by Phone: 800-645-0848/858- 453-0848; by Fax: 858-453-2862; by Email: orders@cellapplications.com. Retain the merchandise AND packing material for inspection by the carrier for a minimum of 30 days.
 
2. Prior to returning the material, you must contact CAI’s Customer Service at (858- 453-0848) to request a RMA (Return Material Authorization) number is required for all returns. Returns unaccompanied by an RMA cannot be accepted. Please put the RMA number on the package(s) being returned. Stock items (not opened) ordered in error may be returned for partial credit, at the Buyer’s expense, within 30 days and are subject to a 25% restocking fee or $10 minimum. We will be pleased to issue an in-store credit upon CAI’ inspection and approval.
 
3. Merchandise is not returnable without the written consent of CAI. Requests of permission to return must be made within three (3) days after receipt of shipment. CAI will assign an authorized number for approved returns which must appear on both the Buyer’s shipping container and the related debit memo. Only current items in their original cartons, standard package quantities are subject to return. All unauthorized returns will be sent back to Buyer at his expense. Return shipments must be Buyer’s account and shipped in accordance with the instructions set forth on the return authorization form. The CAI does not take title to returned items until the item arrives at CAI’s warehouse. At the CAI’s discretion, a refund may be issued without requiring a return. In this situation, the CAI does not take title to the refunded purchase. Credit will be issued, less any transportation charges and service charges to cover handling, inspection, counting, repackaging, restocking fees, etc.
 
XV. PAYMENTS AND FINANCIAL CONDITIONS
You enter into a legally binding contract to purchase an item when you commit to buy an item. You must have a payment method on file when making a purchase. The CAI generally does not charge the Buyer’s credit card until the order has entered the shipping process. The Buyer is responsible for ensuring all information provided to the CAI is true and accurate and that Buyer is an authorized user of the credit card used to place Buyer’s order and that there are sufficient funds to cover the cost of the goods.
 
We accept credit cards, such as VISA, MasterCard, Discover and American Express. Credit cards are subjected to be pre-authorized at time of order and adjusted at time of shipment. Company checks will be accepted upon approval by the credit department. The returned check fee is $30.00. Online ordering is also available through www.cellapplications.com. New accounts may be shipped with Certified Check, Money Order and bank wire transfers. Credit terms are Net30 upon receipt and approval of a signed credit application. Payments on a Net30 terms account using a credit card are subject to a 2.5% fee. All payments must be received in our office before or by the due date in order to avoid any late fees. Accounts not paid within terms are subject to a 1.5% monthly finance charge.
Accounts that have been approved for Net30 terms have 30 days, from the day of the shipment is released, to submit payment in U.S. dollars. We accept Purchase Orders (PO#), credit cards, or checks. All orders are subject to final acceptance by CAI at the prices in effect at the time of shipment. Prices are subject to change without notice.
If CAI commences litigation or employs attorneys to collect payment of any amounts due from the Buyer and its institution, Buyer agrees to pay all attorney’s fees and costs incurred by CAI. If Buyer fails to or refuses to accept delivery of the goods ordered hereunder or defaults in the performance of any of the terms, covenants and conditions of this agreement, CAI may retain the funds deposited or paid to it and apply the same toward payment of its damages. Credit cards on file will be processed for the balance due.
 
If materials ordered have been delivered to Buyer at the time of default, CAI may declare the full amount due and payable without notice or demand and/or may have access to Buyer’s premises in order to repossess the goods if allowed under law.
 
XVI. TAXES
Buyer shall pay the gross amount of any present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale or delivery of any product or services furnished hereunder or to their use by CAI or Buyer, or Buyer shall furnish CAI with a tax exemption certificate acceptable to the taxing authorities. CAI will only collect sales taxes for the State of California; however, if a Vendor charges taxes for merchandise shipped out-of-state, then CAI will collect the out-of-state taxes owed to Vendor.
 
XVII. DISCLOSURE OF INFORMATION
Any information, suggestions or ideas transmitted by Buyer to CAI, or in performance hereunder are not to be regarded as secret or submitted in confidence except as may be otherwise provided in writing and signed by a duly authorized Officer of CAI.
 
XVIII. USE OF THE CELL APPLICATIONS INC’S WEBSITE AND PRODUCTS
In connection with all dealings between Buyer and CAI, the Buyer will not:
 
Post or upload inappropriate content to the CAI’s site; Breach or circumvent any laws, our systems, policies or the Buyer’s account status; Use the CAI’s Website for purchases if the Buyer is not able to form legally binding contracts which include but is not limited to being under the age of 18 years, or the Buyer is temporarily or indefinitely suspended from using the CAI’s sites, services, applications or tools; Transfer the Buyer’s account and user ID to another party without CAI’s consent; Distribute viruses or any other technologies that may harm CAI or the interests or property of users on the CAI’s website or products; Use any automated means such as robot, spider or scraper to access our website, business or products for any purpose; CAI’s applications software or information cannot be commercialized; Reproduce, perform, or display content that belongs to CAI outside of the CAI’s website; Circumvent any technical services that CAI provides to the website.
 
If CAI believes and/or discovers that the Buyer is abusing the CAI’s website or its purchase restrictions in relation to any products in any of the ways listed above or otherwise, CAI may, at CAI’s discretion, take any steps to prevent such abuse through the following:
 
Limit access, suspend or terminate your access to the CAI’s website or products; Reduce or eliminate any discounts; Take technical and/or legal action to prevent the Buyer from using CAI’s website; cancel unconfirmed or inactive accounts.
 
CAI reserves the right to refuse or terminate access to anyone for any reason at the CAI’s discretion. CAI reserves the right to make changes to the site, policies and these conditions of use at any time. If these conditions are deemed invalid, void or for any reason unenforceable, such provision will be struck out and shall not affect the validity and enforceability of the remaining provisions.
 
XIX. NO WARRANTY AND NO LIABILITY
While CAI and its affiliates (collectively and individually, the “CAI”) make efforts to include accurate and up-to-date information, they make no representations or warranties, express or implied, as to the accuracy or completeness of the information provided on this site and disclaim any liability for the use of this site or any site linked to it. CAI may change this site at any time without notice but does not assume any responsibility to update it. CAI makes no warranties, express or implied and assumes no liability in connection with any use of this publication and all agree that all access and use of this site and of any site linked to and from this site and the information contained herein and therein are at their own risk. Neither CAI (including its agents, directors, and employees) nor any other party involved in creating this site is liable for any direct, incidental, special, consequential, indirect or punitive damages or other damages arising out of your access to or use of this site, including but not limited to viruses or malware that may infect your computer equipment or software and any damages for lost profits, business interruption, loss of programs or other data on your information handling system or otherwise, even if CAI or other person or entity is advised of the possibility of such damages and whether such damages arise in an action of contract, negligence or other tortious or legal action.
 
XX. CONSENT TO MONITORING CAI is under no obligation to monitor the information residing on or transmitted to this website. However, anyone using this website agrees that CAI may monitor the website contents periodically to: (1) comply with any necessary laws, regulations or other governmental requests; (2) operate the website properly; or (3) protect itself and its users. CAI, in its sole discretion, reserves the right to modify, reject or eliminate any information residing on or transmitted to its website.
 
XXI. LIMITED USE and TRADEMARKS
CAI hereby grants you the right to display, store and reproduce copies of this publication for personal use subject to the following conditions:
 
The publication may be used for internal purposes only and may not be sold or distributed for commercial or political purposes. The publication may not be modified, diffused, reposted or transmitted in any respect. The copyright notice must appear on every copy of the work or portion thereof.
 
The trademarks, logos and service marks (collectively, the "Trademarks") used or mentioned on this site are registered and unregistered trademarks of CAI, one of its affiliates or third parties and are legally protected. Be aware that certain product names are trademarks, even if not specifically mentioned. Nothing on this site should be construed as granting, by implication, estoppel or otherwise, any license or right in or to the Trademarks without the express prior written permission of CAI or such other third party. Your misuse of the Trademarks on this site and in its conditions, is strictly prohibited.
 
XXII. SUBMISSIONS TO THIS WEBSITE ARE NOT IN CONFIDENCE CAI does not want to receive proprietary information from you through this website. Should any user of information on this website provide CAI with information, including but not limited to feedback, data, answers, questions, comments, suggestions, plans, ideas or the like, such information shall be deemed to be unsolicited, nonproprietary and non-confidential and shall become the property of CAI assumes no obligation to protect such information from disclosure, subject to the Privacy Policy below with respect to user personal information. The submission of such information to CAI shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by CAI for any purpose whatever and CAI shall have an unrestricted and irrevocable right to reproduce, use, publish, broadcast, disclose, display, perform, modify, transmit and distribute the information to others without restriction and without compensation, subject to the Privacy Policy below with respect to user personal information.
 
You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. CAI will fully cooperate with any law enforcement authorities or court order requesting or directing CAI to disclose the identity of or help identify or locate anyone posting any such information or materials subject to privacy laws.
 
XXIII. REGISTERED USER RESPONSIBILITIES For those websites or portions of websites requiring users to be registered and to log in using an ID and/or a password, registered website users are responsible for maintaining the confidentiality of their user IDs and passwords. Registered users shall notify CAI at info@ Cell Applications .com if their user ID and password is lost or stolen, if there is any change in their authorization or access for use of the password, or if their registered authorizations are revoked. Registered users agree that they will not provide their user ID and password to any other person and that any purported transfer, assignment or sublicense of the limited and revocable rights granted under these terms and conditions shall be void.
 
Some of the information included on this website was taken in its entirety from written materials previously distributed publicly by CAI All information included on this website speaks as of the date it was first published in print or as of the date it was published on this website or as of the actual date that appears on such particular information, whichever date is earliest. Republication on this website of previously distributed or printed material means that it was not updated from its date of original distribution or printing. Interested persons are referred to the regular financial media for news of important developments concerning CAI.
 
XXIV. DISCLAIMER OF ENDORSEMENT
Reference herein to any products, services, processes, links to third parties or other information of third parties or to any trade name, trademark, manufacturer, and supplier or otherwise does not necessarily constitute or imply the endorsement, approval, sponsorship or recommendation by CAI Product and service information are the sole responsibility of each individual vendor. Your linking from this website to any other website is at your own risk and is for convenience only. CAI does not express any opinion on the content of such third-party information or sites and expressly disclaims any liability for all third-party information and the use of it.
The posting of this website by CAI is a passive activity. In itself access to this website by persons in any jurisdiction does not imply that CAI intends to purposefully avail itself of the privilege of conducting activities within such jurisdiction.
 
Notwithstanding the foregoing, this website may be viewed worldwide and may contain references to products or services not available in all countries. References to a particular product or service do not imply that CAI intends to make such products or services available in such countries.
 
XXV. DISCLAIMER
Purchaser hereby agrees to release CAI from any claims of liability and responsibility for any loss or damage resulting from the use and handling of CAI products. Purchaser also agrees to indemnify and hold harmless CAI from any loss or damage either directly or indirectly, incidental or consequential that may result or alleged to have resulted from the use of CAI products. Although the cell products have been tested negative for HIV Hepatitis B, and Hepatitis C, user should always treat all human cells as potential pathogens and handle the cell product with caution. Wear protective clothing and eye wear and never pipette with your mouth. Dispose all cell product with appropriate procedures for potentially pathogenic or biohazard materials.
 
XXVI. CLAIMS
In order to give CAI a reasonable opportunity for investigation, any claim by Buyer against CAI based wholly or in part upon or any manner related to this agreement and/or merchandise sold hereunder shall be made in writing and delivered to CAI within (30) days after the date of sale or occurrence giving rise to the claim, whichever shall be later, and otherwise such claims shall be waived. Each notice of claims shall set forth fully the facts on which the claim is based. Any action based on such claims or otherwise arising hereunder, must be commenced and prosecuted within two years after the cause of action has accrued.
 
XXVII. ARBITRATION
This agreement shall in all respects be governed by the laws of the state of California, United States. Buyer agrees that the California courts located in the County of San Diego, California, shall have exclusive jurisdiction over all claims arising under or in any way related to this Agreement and agrees that venue and jurisdiction is proper in those courts.
 
Binding Effect. This Entire Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
 
Injunctive Relief. Buyer acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Buyer, CAI will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.
 
CAI’s Remedy. CAI’s remedy, if any, for any breach of this Agreement shall be solely in damages and CAI shall look solely to Buyer for recover of such damages.
 
Cell Applications, Inc.
5820 Oberlin Dr. Suite 101
San Diego, CA 92121
(858) 453-0848