Regulatory Position, Privacy Statement, Terms & Conditions

 

Regulatory Position

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.

We may collect non-identifiable information from visits to our website. For example, we may keep track of the domains from which people visit. We can collect the information we mentioned in the previous paragraphs through the use of various technologies, including one called “cookies”. A cookie is a piece of data that a website can send to your browser, which may then be stored on your computer as an anonymous tag that identifies your computer but not you. Some VitaCyte pages may use cookies, sent by VitaCyte or its third party vendors, or other technologies to better serve you when you return to the website. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do so, however, some websites may not work properly. If you turn off cookies, Web beacon and other technologies may still detect visits to these pages, but the notices they generate cannot be associated with other non-identifiable cookie information and will be disregarded.

 

Terms & Conditions

VitaCyte Products Terms & Conditions

Overview

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.

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 upon Company 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

Packaging fees are dependent on the details (number of items, size of item, carton type, 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.

FedEx Priority Overnight

Item numbers 001-xxxx, 002-xxxx, 003-xxxx, 004-xxxx, 005-1030, 005-2020, 008-1000 will be shipped in an insulated carton on dry ice or cold packs.

Item numbers 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.

International Order Shipping

All orders will be shipped via FedEx International Priority 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 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 FedEx as customs agent, unless customer provides all contact information for local customs agent.

Products will be shipped ambient in insulated cartons unless destination country allows delivery of materials on dry ice AND product is normally shipped domestically on dry ice.

Customer can elect to insure the package by communicating the amount of insurance required to Company on customer’s purchase order. Customer is responsible for shipping and all associated customs and duties fees associated with delivery of the package. Company requires customer to provide a valid FedEx account number with submission of Purchase Order. FedEx will bill customer for these charges. No order will be processed without receipt of customer FedEx account number.

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.

Warranty

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.