Terms and Conditions
The terms and conditions set forth below (the “Terms and Conditions”) are specifically incorporated in the order document by and between CELLALABS (“Seller”) and the customer listed on the Order ("Buyer") for the products (the “Products”) and services (the “Services”).
1.Entire Agreement
Acceptance of orders, whether oral or written, is based on the express condition that Buyer agrees to all of the terms and conditions set forth herein. Acceptance of delivery by Buyer will constitute Buyer’s assent to these terms and conditions. These terms and conditions, together with the terms and conditions set forth in the Quotation, Order Confirmation, Order Acknowledgement, Delivery Note and Invoice (whether in hard copy or in electronic format), represent the complete agreement of the parties, and no terms or conditions in any way adding to, modifying or otherwise changing the provisions stated herein, including by custom, usage of trade or course of dealing or performance, shall be binding upon Seller unless made in writing and signed and approved by Seller. No modification of any of these terms will be effected by Seller’s shipment of Products or provision of Services following receipt of Buyer’s purchase order, shipping request or similar forms containing terms and conditions conflicting or inconsistent with the terms herein. Seller does not provide any change control notifications unless otherwise agreed upon.
All prices are subject to adjustment, without notice, to Seller’s prices in effect at the time of shipment. Any increase in transportation rates or any changes in routing resulting in an increase in transportation costs shall be paid and borne by Buyer.
All accounts shall be paid net in United States Dollars within thirty (30) days after the Products and/or Services are invoiced unless otherwise specified. Pre-payment may be required prior to shipping in certain cases. Interest will accrue on such overdue amount at the lesser of (a) ten percent (10%) per annum, or (b) the maximum rate permitted by law.
All orders for Products( or Services ) with lead-times are subject to the successful production of such Products ( or Services ) and Seller reserves the right to cancel such orders. Seller and Buyer hereby acknowledge that all ship dates specified by CELLALABS shall not be deemed to represent a fixed or guaranteed ship date under these Terms and Conditions.
6.Acceptance
Buyer shall immediately accept or reject the deliverables (any products, materials, data, or analysis) upon delivery from CELLALABS, and provide a prompt written statement of nonconformities to be corrected by CELLALABS prior to Buyer's acceptance of the deliverables; provided, however, that if Buyer fails to provide such written notice of non-conformance within four (4) days of Buyer's receipt of such deliverables, the deliverables will be deemed to have been accepted by Buyer.
Prior to CELLALABS ' notification to the Buyer of acknowledgment of an order, the Buyer may cancel the outstanding order by providing CELLALABS with written notice of cancellation. Once CELLALABS has acknowledged a purchase order, such purchase order shall become non-cancellable without CELLALABS ' prior written consent. If Buyer insist on cancelling this order for its convenience, Buyer shall be responsible for a termination and restocking charge, computed on the basis of the price of the Products( or Services) ordered in an amount equal to between 50% to 70% of the price.
8.Returned ShipmentsNo Products are to be returned to Seller without its prior written consent. Unauthorized returns will be refused upon attempted delivery. Any shipments returned to Seller as a result of Buyer’s unexcused delay or failure to accept delivery will require Buyer to pay all additional costs.
Seller will use all reasonable efforts to comply with Buyer’s requests as to method of shipment, but Seller reserves the right to use an alternate method of transportation or route of shipment if substantial delay might otherwise occur. In such cases Seller will notify Buyer of such changes as soon as reasonably possible.
Any changes to the scope of the Order shall be set forth in a written amendment executed by an authorized representative of the Buyer and CELLALABS.
CELLALABS warrants that any CELLALABS Material shall be manufactured in accordance with the specifications on the applicable CELLALABS Material product sheet, certificate of analysis until the expiration date on the applicable CELLALABS Material's product label (such thirty (30) day period, or period until the expiration date, referred to herein as the "Warranty Period").