Terms and Conditions
Product Replacement -- Customer must notify ScienCell within a week of receiving goods to be eligible for a replacement. No refunds will be given. Replacements will be considered upon receiving the completed form (CLICK HERE to download the form). ScienCell will only replace defected products. Customer is not eligible for a replacement if cells are refrozen, or if any other protocol was used during the culture process other than that suggested by ScienCell.Acceptance — In these General Terms and Conditions “we,” “us,” and “our” means ScienCell Research Laboratories, Inc. (ScienCell) or a ScienCell affiliate that is processing this order or purchase of goods , and “customer”, “you” and “your” means the person, company or other legal entity that orders or buys goods from us and in each case their respective successors and/or assigns. ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON THE CUSTOMER'S ASSENT THERETO. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON SCIENCELL UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SCIENCELL.
Delivery, claims, delays — All sales are FCA ScienCell's shipping point unless otherwise noted. If Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to actual FREIGHT COSTS, including but not limited to dry ice charges. Delivery of the goods to the carrier at ScienCell's shipping point shall constitute delivery to the customer and the customer shall bear all risk of loss or damage in transit. The general method of shipment for each item is listed in ScienCell's catalog. However, ScienCell reserves the right, in its discretion, to determine the exact method of shipment. ScienCell 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. Delay in delivery of any installment shall not relieve the Customer of the Customer's obligations to accept remaining deliveries.
Immediately upon the Customer's receipt of any goods shipped hereunder, the Customer shall inspect the same and shall notify ScienCell in writing of any claims for shortages, defects or damages and shall hold the goods for ScienCell's written instructions concerning disposition. If the Customer shall fail to so notify ScienCell within three days after the goods have been received by the Customer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Customer.
ScienCell 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 ScienCell's reasonable control, including, without limitation, unsuccessful reactions, act of the Customer, embargo or other governmental act, regulation or request affecting the conduct of ScienCell'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 ScienCell is unable for any reason to supply the total demands for goods specified in the Customer's order, ScienCell may allocate its viable supply among any or all Customers on such basis as ScienCell may deem fair and practical, without liability for any failure of performance which may result therefrom.
Payment — Terms of sale are net 30 days of date of invoice, unless otherwise stated. If the financial condition of the Customer results in the insecurity of ScienCell, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, ScienCell may, without notice to the Customer, delay or postpone the delivery of the products; and ScienCell, 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 the Customer in the payment of the purchase price or otherwise, of this or any other order, ScienCell, at its option, without prejudice to any other of ScienCell's lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of the Customer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and the Customer agrees to pay the balance then due to ScienCell on demand. The 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 the Customer in any of the terms hereof.
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 ScienCell and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced. In the event ScienCell is required to pay any such tax, fee or charge, the Customer shall reimburse ScienCell therefore; or, in lieu of such payment, the Customer shall provide ScienCell at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
Pricing — Prices shown are in USD and are subject to change without notice. Current prices are always listed on the website if you require this information prior to placing your order. We guarantee our written quotations for 90 days. Please note that a quote does not guarantee a discounted price.
Hold Policy – Cells from specific donors or lots can be held for the Customer 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 vial basis that will be credited to the purchase of the cells.
Warranties — ScienCell warrants that its products shall conform to the description of such products as provided to the Customer by ScienCell through ScienCell's catalog, analytical data or other literature.THIS WARRANTY IS EXCLUSIVE, AND SCIENCELL MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ScienCell's warranties made in connection with this sale shall not be effective if ScienCell has determined, in its sole discretion, that the Customer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by ScienCell.
ScienCell's sole and exclusive liability and the Customer's exclusive remedy with respect to products proved to ScienCell's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in ScienCell's sole discretion, upon the return of such products in accordance with ScienCell's instructions. SCIENCELL SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SCIENCELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SCIENCELL'S GROSS NEGLIGENCE. All claims must be brought within one (1) year of shipment, regardless of their nature. If ScienCell manufactures custom goods for the Customer based on instructions, specifications, or other directions provided by the Customer, ScienCell shall not be liable for the lack of sufficiency, FITNESS for purpose or quality of the goods to the extent attributable to such instructions, specifications, or other directions. ScienCell 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 ScienCell’s reasonable control.
Compliance with laws & regulations — ScienCell 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 use of products — ScienCell's products are intended for laboratory RESEARCH purposes 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. ANY USE OF SCIENCELL’S PRODUCTS OR ANY MODIFICATION OF SCIENCELL’S PRODUCTS FOR COMMERCIAL PURPOSES IS STRICTLY PROHIBITED WITHOUT SCIENCELL’S PRIOR WRITTEN CONSENT. THE CUSTOMER MUST CONTACT SCIENCELL FOR APPROVAL FOR ANY OTHER INTENDED USAGE INCLUDING BUT NOT LIMITED TO THE MANUFACTURING OF GOODS FOR COMMERCIAL PURPOSES. The Customer acknowledges that the products have not been tested by ScienCell for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use. The Customer expressly represents and warrants to ScienCell that the Customer will properly test, use, manufacture and market any products purchased from ScienCell and/or materials produced with products purchased from ScienCell in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. The Customer further warrants to ScienCell that any material produced with products from ScienCell shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.
The Customer realizes that, since ScienCell's products are intended for research purposes only, they may not be on the Toxic Substances Control Act (TSCA) inventory. The Customer assumes responsibility to assure that the products purchased from ScienCell are approved for use under TSCA, if applicable.
The 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 ScienCell. The Customer also has the duty to warn the Customer's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products. The Customer agrees to comply with instructions, if any, furnished by ScienCell relating to the use of the products and not misuse the products in any manner. If the products purchased from ScienCell are to be repackaged, relabeled or used as starting material or components of other products, the Customer will verify ScienCell's assay of the products. No products purchased from ScienCell shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
Customer's Representations and Indemnity — The Customer represents and warrants that it shall use all products ordered herein in accordance with "Customer's Use of Products", and that any such use of products will not violate any law or regulation. The Customer agrees to indemnify and hold harmless ScienCell, 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 ScienCell may sustain or incur as a result of any claim against ScienCell based upon negligence, breach of warranty, strict liability in tort, contract, or any other THEORY of law brought by the Customer, its officers, agents, employees, successors or assigns, by the 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 ScienCell's products, or by reason of the Customer's failure to perform its obligations contained herein. The Customer shall notify ScienCell in writing within fifteen (15) days of the Customer's receipt of knowledge of any accident, or incident involving ScienCell's products which results in personal injury or damage to property, and the Customer shall fully cooperate with ScienCell in the investigation and determination of the cause of such accident and shall make available to ScienCell all statements, reports and tests made by the Customer or made available to the Customer by others. The furnishing of such information to ScienCell and any investigation by ScienCell of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by ScienCell.
Patent disclaimer — ScienCell 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.
Credits, Refunds, & Replacements — ScienCell Does not accept any returns and refunds are only offered in the event that the customer is approved for a replacement, but we are unable to supply the item to them within a reasonable timeframe. Replacements for the product may be given to the customer and is done so at the discretion of Sciencell. The customer may be required to pay shipping and handling costs for the replacement. If you are requesting a replacement, please download the Replacement Request Form from our website and submit the filled out form to the instructed email.
Technical Assistance — At the Customer's request, ScienCell may, at ScienCell's discretion, furnish technical assistance and information with respect to ScienCell's products. SCIENCELL MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SCIENCELL OR SCIENCELL'S PERSONNEL. ANY SUGGESTIONS BY SCIENCELL REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SCIENCELL.
Miscellaneous — ScienCell'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 ScienCell'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 ScienCell may have at law or in equity. Any waiver of a default by the 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.
Trademarks — The trademarks, logos and service marks (collectively, the "Trademarks") used or mentioned on this site are registered and unregistered trademarks of ScienCell RESEARCHLaboratories, Inc. and other 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, estoppels or otherwise, any license or right in or to the Trademarks without the express written permission of ScienCell Research Laboratories, Inc. or such other third party. Your misuse of the Trademarks on this site and in its conditions, is strictly prohibited.
Governing Law — 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 California including its conflict of laws principles.
Export Compliance — ScienCell’s products, PROGRAMS, and services are subject to US export laws, rules, treaties, regulations, and international agreements. All individuals who access ScienCell’s website assume the responsibility of abiding by the US export laws, rules, treaties, regulations, and international agreements along with applicable foreign laws when transferring, selling, importing, exporting, re-exporting, deemed exporting, diverting, or otherwise disposing of such products, programs, and services. By reviewing ScienCell’s terms and conditions, you represent you are not in a sanctioned country nor are you an individual or an entity whose access to this website is restricted by US export laws, rules, treaties, regulations, and international agreements.