Regulatory Position, Privacy Statement, Terms & Conditions
There is currently no regulatory directive on the use of ancillary reagents for the preparation of cells used in clinical therapies. Guidance for use of reagents in clinical cell transplantation procedures is governed by local Institutional Review Boards and regional Health Authorities.
VitaCyte Privacy Statement
In general, you can visit VitaCyte on the Internet without telling us who you are and without giving any personal information about yourself. There are times, however, when we may need information from you. How we treat that information is described in this Privacy Statement.
You may choose to give us personal information in a variety of situations. For example, you may want to give us information, such as your name and address or e-mail address, to correspond with you or to process an order. You may give us your credit card details to make a purchase. We intend to let you know how we will use such information before we collect it from you; if you tell us that you do not want us to use this information to make further contact with you beyond fulfilling your requests, we will respect your wishes. If you give us personal information about somebody else, such as a work colleague or a spouse, we will assume that you have that person’s permission to do so.
Please be aware that in certain circumstances, it is possible that personal information may be subject to disclosure pursuant to judicial or other government subpoenas, warrants, or orders.
Terms & Conditions
|VitaCyte Products Terms & Conditions
|These terms and conditions (the “Terms”) are the only terms which govern the sale of products and services by VitaCyte, LLC. (Company) to customer. The terms and conditions contained herein will apply and constitute an agreement between Company and customer, irrespective of whether customer accepts these Terms and Conditions by a written acknowledgement, by implication, or by receipt of products and/or services, provided, however, that if a written contract signed by both parties is in existence covering the sale of products and services, the terms of that contract shall prevail to the extent they are inconsistent with these Terms. The Terms will form part of any order placed by customer. Any term or condition on any order or other document submitted by customer will be of no force or effect whatsoever. In particular, acceptance by Company of an order by customer will not be deemed an acceptance of any conflicting or additional terms and conditions even if Company is aware of conflicting or additional terms and conditions of customer. Company specifically rejects any different or additional terms and conditions proposed by customer unless those terms and conditions are mutually agreed upon in writing.
|Price & Payment
|Unless agreed otherwise between the parties in writing, prices will be as per Company’s list price on day of order processing. Product prices are exclusive of applicable taxes, packaging fees, insurance, and transport fees, all of which are payable by customer. All existing and future sales, use, revenue, excise, VAT or other taxes, duties, fees or charges applicable to the sale, ownership, importing, exporting or use of the products and/or services are the sole responsibility of, and will be entirely paid by, customer. ALL CREDIT CARD PAYMENTS WILL INCUR A 4% SURCHARGE. Customer agrees to pay all invoiced amounts within thirty (30) days from the invoice date. Company may, at its discretion, require full or partial prepayment via credit card or wire transfer prior to shipping an order. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Company, whether relating to Company’s breach, bankruptcy or otherwise.
|Order & Delivery
|Orders become binding only upon Company’s written confirmation or the consignment of the products and/or services upon receipt of customer’s purchase order. Company may partly or fully reject orders at its sole discretion. Company will notify customer prior to the anticipated shipment date of products. Any date quoted for delivery is approximate only. Company will not be liable for any failure to deliver a product that is caused by circumstances beyond its reasonable control or customer’s failure to provide Company with adequate delivery instructions or any other instructions that are relevant to the supply of product. Any liability of Company for non-delivery shall be limited to replacing the products within a reasonable time or adjusting the invoice respecting such products to reflect the actual quantity delivered.
|Packaging fees are dependent on the details (number of items, size of item, carton type, shipping condition, etc.) of the order and are included in the quote provided by Company to customer.
|Domestic Order Shipping
|Products will be shipped in the conditions below unless directed otherwise by the customer in the Purchase Order. Item numbers 001-xxxx, 002-xxxx, 004-xxxx, 005-1030, 005-2020, 008-1000 will be shipped in an insulated carton on Enviro Ice cold packs. Item numbers 003-xxxx, 005-1090, 005-1190 and 011-xxxx will be shipped ambient in a standard or insulated cardboard carton with appropriate packaging material to protect item. FedEx Priority Overnight or UPS Next Day Air for domestic orders. All orders exceeding $5,000.00 will be insured for half value.
|International Order Shipping
|All orders will be shipped via DHL Worldwide Express, FedEx International Priority or UPS Worldwide Express as Ex Works (EXW) Indianapolis as defined by Incoterms 2020 as published by the International Chamber of Commerce. The buyer is responsible for the product once Company delivers the product to DHL, UPS, or FedEx. Company will work proactively with customer to ensure that the appropriate documents are included in the package for acceptance by local customs, but responsibility ultimately lies with the customer. Company will select DHL, FedEx, or UPS as customs agent unless customer provides all contact information for local customs agent. Products will be shipped ambient or on Enviro Ice cold packs in a standard or insulated cardboard carton with appropriate packaging material to protect item. Customer is responsible for shipping and all associated customs and duties fees associated with delivery of the package and insurance fees if appropriate. Company requires customer to provide a valid DHL, FedEx or UPS account number with submission of Purchase Order. DHL, FedEx or UPS will bill customer for these charges. No order will be processed without receipt of customer DHL, FedEx or UPS account number. All orders exceeding $5,000.00 will be insured for half value
|Risk of Loss
|Risk of loss or damage to the products will transfer from Company to customer once the products leave Company’s facility, and thereafter Company will be released from any obligations by reason of any loss of, or damage to, the products.
|Use of Products
|Customer acknowledges and agrees that all products will be used solely in accordance with all applicable laws and regulations (including without limitation all limitations placed on use by any regulatory authority with respect to any clinical trial), and customer agrees to indemnify, defend and hold harmless the Company from any and all claims, losses, damages or similar amounts (including attorneys’ fees) incurred by the Company as a result of Customer’s violation of this agreement.
|Company warrants and customer accepts that the products manufactured by Company will conform to Company’s current specifications. EXCEPT FOR THE WARRANTY SET FORTH IN THE PRECEDING SENTENCE, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
|Limitation of Liability
|IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO COMPANY FOR THE GOODS AND SERVICES SOLD HEREUNDER.