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General Cellecta Terms and Conditions of Sale

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  1. Acceptance of Terms — By submitting a purchase order for a product or service from Cellecta or accepting delivery of said product or deliverable from a service (“Products”), you (the “Purchaser”) agree to be bound by these terms and conditions (the “Terms and Conditions”). These general Terms and Conditions supersede any other terms or conditions included with a specific order.
  2. Changes and Cancellations — After order submission, changes or cancellation of your order may be made only with written approval of Cellecta. Order changes may require a change in the price and/or time of delivery. Depending on the timing of a cancellation, charges, up to the full price for the product or service, may be incurred on the order cancellations.
  3. Shipping and Damage Claims — All sales will be delivered Ex Works from Cellecta’s shipping point unless otherwise noted. Delivery of Products to the carrier at Cellecta’s shipping point shall constitute delivery to the Purchaser and Purchaser shall bear all risk of loss or damage in transit. Cellecta will try to honor request for a specific courier or delivery instructions. However, Cellecta reserves the right to determine the exact method of shipment for any particular shipment and the right to make delivery in installments. Each delivery will be separately invoiced without regard to subsequent deliveries. The Purchaser shall inspect a shipment on receipt and notify Cellecta in writing of any claims for shortages, defects or damages. If the Purchaser does not notify Cellecta within five (5) days after the Products have been received of any shortages, defects, or damages, the Products shall be considered delivered in full.
  4. Cost of Shipping, Taxes, and other Charges — Product pricing is listed and generally quoted exclusive of shipping and handling charges, or any applicable taxes. Unless specifically cited on a formal quote, relevant shipping, handling, and applicable taxes for any purchase transaction will be added to the price of the Products on the invoice. Unless noted specifically on the invoice, Cellecta will not be responsible for the payment of 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.
  5. Delivery Dates — Delivery dates on order confirmations are estimates only and do not represent a guarantee by Cellecta to deliver particular Products at a specific date. Cellecta will not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise provide an ordered Product in an anticipated time frame.
  6. Payment Terms — Unless otherwise stated, payment shall be made in full within 30 days of invoice. However, for selected orders, Cellecta reserves the right to define different payment terms or require an advanced payment of up to 100% of the purchase price at the time of order.
  7. Warranties — Cellecta warrants that its Products shall, at the time of delivery, conform to Cellecta’s description of such products on Cellecta’s technical literature. CELLECTA’S WARRANTY IS EXCLUSIVE, AND CELLECTA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. Cellecta’s product warranty is voided if the Product has been misused, that is, if the Product is not used in the manner explicitly described in technical documentation and instructions provided with the Products or in accordance with industry standards and practices. Notwithstanding, CELLECTA’S SOLE AND EXCLUSIVE LIABILITY AND THE PURCHASER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY CELLECTA PRODUCTS SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE. CELLECTA WILL NOT, IN ANY EVENT, BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS. Cellecta reserves the right to require the return of any non-conforming Product before providing either a replacement or refund for any specific Product. Products may only be returned to Cellecta in accordance with Cellecta’s return shipment instructions. You must obtain advanced written authorization from Cellecta prior to returning any Products.
  8. Use of Products — Cellecta provides Products for RESEARCH USE ONLY. Cellecta’s Products are not developed or supported for medical, diagnostic, therapeutic, cosmetic, or other non-research use.
  9. Label Licenses -- The use of certain Products may be restricted due to licensing requirements (“Label License”). The Purchaser agrees to review and abide by applicable restrictions imposed by Label Licenses that we are contractually required to include with selected Products we offer.
  10. Resale or Transfer Prohibited — The Purchaser agrees that the Products are for their internal use and they will not sell, distribute, or otherwise transfer the Products to third parties except for the following situations:
    1. The Purchaser may only transfer Products to sub-contractors or CROs as long as the Purchaser has a written agreement with the contractor/CRO that limits use of the Product solely to work contracted by the Purchaser and precludes the contractor from selling the Products to third parties.
    2. With the exception of Cellecta Cell Line products, the Purchaser may transfer Products to collaborators provided the Products are used solely for work related to the Purchaser's collaboration. However, Cellecta's Cell Lines Products are for use by the Purchaser only and not transferable except to sub-contractors or CROs under a limited use agreement as described in item 1 above.
  11. Third-Party Intellectual Property — Cellecta does not warrant that the use of any of its Products will not infringe the claims of any patents. Cellecta cannot provide legal guidance or advice regarding intellectual property, freedom or use, or potential infringement concerns regarding the use of its Products.
  12. Technical Assistance — Cellecta may provide technical assistance and guidance in the use of its Products. All such assistance is offered in good faith on an informal, consultative, case-by-case basis. However, such assistance is provided without any implied warranty or guarantee of any outcome.
  13. Governing Law, Disputes — All disputes allegedly arising from the legality, interpretation, application, or performance of your order, the Products or any of these Terms and Conditions shall be governed by the laws of the State of California.