Terms and Conditions

General terms

1. These conditions regarding sale and delivery (this “Contract”) from Cellider Biotech, S.L. (hereinafter referred to as “Cellider Biotech”, “we” or “our”) apply to all contracts of supply between Cellider Biotech, S.L. and our customers (hereinafter referred to as “Customer”, “you”, or “your”), even when in individual cases they are not referred to.

2. The Customer is deemed to agree to these conditions of sale and delivery upon unconditional acceptance of the goods supplied.

3. Any rights awarded to the Customer arising during the course of business with Cellider Biotech are not transferable.

4. Any amendment to the conditions of sale and delivery, or any recognition of the Customer’s conflicting purchase conditions must be confirmed in writing by Cellider Biotech.

5. A customer's inconsistent conditions of purchase shall have no validity, even when we do not expressly reject such conditions.

Offers

1. In the absence of a declaration to the contrary, we are not bound by any offers we make.

2. Supply contracts only take effect when confirmed by us in writing.

3. Any inquiries or complaints concerning confirmation are to be made promptly in writing.

4. Assurances and assured properties only exist when they are expressly described as such. The descriptions and other statements in our catalogues and price lists are accurate to the best of our knowledge and belief. Under no circumstances may any assurances as to properties be derived from such descriptions and statements.

Prices

1. Cellider Biotech prices are subject to change without prior notice. Please contact your local distributor for a current price list.

2. All shipping and handling charges will be paid for the distributor in every country. Shipping and handling charges will vary according to the weight of the package and the shipping options. Please contact Cellider Biotech directly for more information.

3. Cellider Biotech prices quoted in the catalog are net prices in euros; VAT (value added tax) will be charged to the distributor.

4. VAT is charged according to the applicable laws in effect.

5. Any products and services tax, sales tax, use tax, manufacturers tax, occupation tax, excise tax, value added tax, duty, customs, inspection or testing fee, or any other tax, fee or charge of any nature imposed by any government authority or measured by the transaction between Cellider Biotech and Customer will be paid by Customer in addition to the purchase price. If Cellider Biotech is required to pay any such tax, fee or charge, then Customer will reimburse Cellider Biotech immediately upon receiving a request in writing from Cellider Biotech.

Orders, Cancellation, and Rescheduling

1. Once you have placed your order, Cellider Biotech will have one week to set everything up according to your requirements.

2. Orders may not be cancelled within 24 hours prior of the scheduled shipment.

3. Dispatch service is available on Monday or Tuesday but some conditions do apply.

4. Orders from international countries that do not have an official Cellider Biotech international distributor, shall be shipped Ex Works; freight pre-paid and added to your invoice as a separate item.

5. Customer assumes all responsibility for the importation of the product, including the obtaining of all required permits, licenses or certificates. Cellider Biotech shall in no event be liable for the failure of any government to issue such permits, licenses or certificates.

Delivery

1. All orders must be shipped via Priority Freight Collect delivery unless otherwise specified.

2. Estimated delivery times can be specified; however, estimated delivery times are not legally binding. Claims for compensation due to delayed or non-delivery are excluded.

3. Same day delivery is available in Spain with prior arrangement with Cellider Biotech.

4. All deliveries take place at the Customer’s risk. The transfer of risk occurs on the handing over of the goods to the carrier or shipper. The course of delivery method is at the discretion of Custormer or distributor with exclusion of any and all liability by Cellider Biotech.

5. Risk of loss or damage to the products and/or deliverables of services, as well as the obligation to bear any costs relating thereto, shall pass to the Customer upon Cellider Biotech’s making delivery to a carrier at Cellider Biotech’s facility in good condition. Title to the products shall pass from Cellider Biotech to Customer when Cellider Biotech has been paid the purchase price in full.

Payment

1. Payment on goods is to be made within 30 days of delivery and remittance of the bill.

2. Invoices not paid within the designated terms are subject to a 10% late fee of the initial balance and a 1.5% per month (18% annum) interest fee.

3. Failure of payment within 120 days may result in legal and collection proceedings upon the expiration of the payment period without further warning.

4. Cellider Biotech accepts only euro currency in the form of company checks, cashier checks, money orders, and VISA or MasterCard payments. All funds must be withdrawable from a Spanish bank account; foreign bank accounts and foreign currency will not be accepted as appropriate payment. Please make checks payable to Cellider Biotech, S.L.

5. All international orders must be prepaid in advance with either a bank deposit or credit card before shipping.

6. If Cellider Biotech conditions of payment are not complied to, or if justifiable concerns exist in regard to the Customer’s ability or willingness to pay, Cellider Biotech is entitled to deem any contract with the Customer null and void and demand the return of the delivered goods in the condition in which they were shipped. The cost of this return of delivery will be the responsibility of the Customer. In addition, all outstanding claims the Customer may have with Cellider Biotech will become due.

Justifiable concerns referred to the above include, but are not restricted to: initiation of insolvency or bankruptcy proceedings, deterioration of financial circumstances, and default of payment for any other reason.

Complaints

1. Any complaint regarding the goods, such as defects, lack of assured properties, wrong delivery and over- or under-delivery are, after immediate discontinuation of use, to be reported in writing.

2. In the case of wrong delivery the goods will be taken back at our expense and replaced with the goods ordered. Excess deliveries may similarly be sent back to us at our expense. In the case of under delivery the customer may choose between a reduction in payment or complete performance.

3. In the case of delivery of faulty goods we are entitled to replace the faulty goods with goods free of faults. Should the replacement delivery also be faulty, the customer may choose between a reduction in payment or cancellation of the contract. Claims for compensation are excluded except in the case of lack of assured properties. 


4. The right to complain expires in the case of obvious or apparent defects seven days after receipt of the goods, and in the case of non-apparent defects six months after receipt of the goods. 
Returns involving fresh cell products must be requested within 24 hours of product delivery. Returns involving frozen cell products must be requested within 6 months of product delivery. Cellider Biotech reserves the right to test a sample of the product prior to authorising the return of the remaining product and to deny return if, in the opinion of Cellider Biotech, the product complaint is a result of inappropriate usage or handling rather than a failure of the product to meet specifications as outlined on our Product Information Sheets, when used under normal conditions in your laboratory.

5. Catalog products may not be returned for credit without the express prior written authorization of Cellider Biotech. A Restocking Fee will be applied to returns in which the purchaser is at fault. A Restocking Fee of 100€ or 30% of the purchase price will be applied, whichever is greater. Products must be returned in their original containers with original Cellider Biotech label affixed and unaltered. For product returns to be considered, customer must certify that product was maintained under recommended storage conditions while in its possession, and will be packaged and delivered back to Cellider Biotech according to the same conditions as the original shipment. Final acceptance of returned product is at the sole discretion of Cellider Biotech. No returns will be accepted for custom product orders.

Use of Goods

1. All products received from Cellider Biotech are intended exclusively “For In Vitro Research Use Only”. These products are not intended for use on human beings, animals, or for any private use. Please note that any use of Cellider Biotech products for any purpose other than intended including use for therapeutic or diagnostic purposes will result in legal ramifications.

2. Cellider Biotech does not accept any liability for the improper use of our products. We deliver our products only to research and teaching institutions, commercial enterprises, and public researchers. Any signs of improper use of Cellider Biotech products by a customer will result in refusal of delivery and termination of any contract associated with this customer.

3. Cellider Biotech opposes any research in violation of any ethical, legal, or governmental standards within Spain and the import countries of our customers. We do not accept any liability for such research or use by our customers or by third parties who have received our products from our customers.

Liability

1. Cellider Biotech represents and warrants that it has (1) obtained ownership rights with respect to products and that such products were provided to Cellider Biotech in compliance with all applicable laws and regulations, (2) complied with all applicable Spain and foreign statutes and their respective rules and regulations in connection with handling, export, import, and use of the products.

2. Cellider Biotech represents and warrants that it has no obligation to any third party that would interfere with Cellider Biotech providing products to customers. In addition, any products that Cellider Biotech provides to customers are not the proprietary property of any third party.

3. In no event will Cellider Biotech be liable to a customer or anyone else for any damages or injury resulting from the use or misuse of our products, nor for any action taken by a customer relying on information, either verbal or written, from any source.

4. The Customer agrees that Cellider Biotech liability, if any, for damages (including liability, arising from physical or mental harm, caused by any product liability, arising out of contract, negligence, strict liability or tort) shall not exceed the cost of the product, which the Customer purchased from Cellider Biotech.

5. The Customer agrees to indemnify and to hold harmless, Cellider Biotech and all other parties involved, including their owners, officers, affiliates, associates, and employees for any and all damages that we may incur in any way arising out of or relating to (a) any breach by you of your obligations under this Contract, (b) any use of the products not in compliance with the uses stated in the Product Information Sheets, (c) any failure of you to comply with good laboratory practice, laws, regulations, guidelines or decisions in the handling or use of the products, (d) any violation or infringement of any patent, trade secret, copyright, trademark, industrial design, licenses, or other intellectual or proprietary rights (“Intellectual Property Rights”) of a third party by you in the handling or use of the products, or (e) any other use or misuse of the products by you including without limitation any claim of product liability or any similar claim relating to the quality of the products or an alleged defect or deficiency in the products.. These parties shall not be liable under any circumstances.

6. All products delivered by us are only to be handled by trained personnel who are well aware of the potential dangers. Should any liability for compensation arise as a result of damage caused by breach of this condition, the customer shall be liable to pay any such compensation. In all cases the current safety regulations are to be observed, especially in the case of cells of animal origin, which always represent a potential risk of infection. The lack of a danger symbol does not mean that the substances concerned are harmless.

7. Passing on of our products to private individuals is not permitted. If as a result of a breach of this condition for whatever reason we should receive a claim for compensation from a private individual, we shall have a right of redress against the customer. The Customer shall not make products or any portion of them, in any way, shape or form, including as a component of another product available for the purpose of further resale or alter or remove the product label and the Cellider Biotech mark of origin without the express written permission of Cellider Biotech..

8. Cellider Biotech provides no warranties as to the accuracy of the information contained in printed materials like product information, catalogs, instruction manuals, etc. and shall bear no responsibility or liability whatsoever for any errors, faults or omissions in the information. Nothing contained in any of them will form any part of this Contract.

9. By ordering any products from Cellider Biotech, the Customer acknowledges the above terms, conditions, and disclaimers, included but not limited to the above disclaimers and any additional warnings and cautions. The Customer agrees to carefully abide by these terms, conditions, and disclaimers.

Warranty

1. Cellider Biotech warrants that our products will meet the claimed product specifications, such as viability, number of viable cells, and purity. Cellider Biotech does not warrant any biological properties associated with our products.

2. Cellider Biotech will replace any products that do not meet the specifications claimed on our certificate of analysis free of charge. In no event shall Cellider Biotech’s liability exceed the purchase price paid by the Customer.

3. Cellider Biotech shall not be liable for any damages or injuries to persons or property arising from the use of its products. Cellider Biotech is not liable for a product that has been misused or has been rendered unusable due to improper storage or handling.

4. This limited warranty has a one-year period starting from the time of shipment.

5. Cellider Biotech’s products are not permitted for re-sale without written authorization from Cellider Biotech.

Disclaimer

THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY CELLIDER BIOTECH IN CONNECTION WITH THE PRODUCT AND IS, WHERE PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THE PRODUCT, HOWEVER ARISING (WHETHER BY CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE), INCLUDING, WITHOUT RESTRICTION, ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THAT IT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, WILL BE LIMITED IN DURATION TO THE WARRANTY PERIOD STIPULATED UNDER THE ABOVE LIMITED WARRANTY.

Intellectual property rights

Cellider Biotech has not verified the possible existence of third party Intellectual Property Rights, which might be infringed as a consequence of product manufacture, use, sale, offering to sale or import, and Cellider Biotech shall not be held liable for any loss or damages in that respect. The sale shall not, by implication or otherwise, convey any license under any intellectual property right and Customer expressly assumes all risks of any intellectual property infringement. Nothing contained in this Agreement will be construed as an assignment to Customer of any Intellectual Property Rights in or to the products. All Intellectual Property Rights in or to the products are and will remain the sole and exclusive property of Cellider Biotech and are reserved by Cellider Biotech.

Cellider Biotech

Avda. San Juan Bosco, 13
50009 Zaragoza (Spain)

Phone: +34 876 041 397
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Connect with us

Distributors

1

Avda. San Juan Bosco, 13. 50009 Zaragoza (Spain)

Tel: +34 876 041 397, Mail: info@cellider.com
2

Avda. San Juan Bosco, 13. 50009 Zaragoza (Spain)

Tel: +34 876 041 397, Mail: info@cellider.com