General Terms and Conditions of Sale
Acceptance and Scope of Terms
These Terms and Conditions of Sale (this “Contract”) shall govern all orders for the purchase of products from STEMMERA Inc. or its affiliates (hereinafter referred to as “STEMMERA”, “we” or “our”). The purchaser (hereinafter referred to as “Purchaser”, “you”, or “your”) will be deemed to have assented to this Contract by ordering products. No variation of these terms and conditions will be binding upon STEMMERA unless agreed to in writing and signed by an authorized representative of STEMMERA.
Pricing & Specifications
Prices shown on the STEMMERA’s website are valid for customers within United States of America only. For customers from outside the United States of America, please contact STEMMERA or STEMMERA’s distributor for current price list.
Prices shown on STEMMERA’s website including normal quantity discounts are updated on a regular basis and are subject to change without notice. Prices charged will be those in effect at the time of order acceptance, unless special terms or quotations have been provided.
STEMMERA reserves the right to delete or change specifications, models and pricing of its products at any time without notice, unless otherwise explicitly specified in a written customer product quote.
Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Purchaser in addition to the price quoted or invoiced. In the event STEMMERA is required to prepay any such tax, Purchaser will reimburse STEMMERA.
All transaction will only be made using the US Dollar ($) as the currency.
Payment by customers in the United States of America may be made through credit card for online purchasing. For those from outside the United States of America, please contact us for further information.
After credit responsibility has been established with us, terms are net 30 days for customers in the U.S.. Payment by customers in other countries that do not have an official STEMMERA international distributor may be made through a US dollar draft drawn to the order of STEMMERA, or confirmed irrevocable letter of credit on a US bank, preferably in the California area. Please contact us for bank account details when submitting remittance by bank wire transfer.
Other terms may be arranged after credit responsibility has been established. Electronic Fund Transfers (EFT) are also available. VISA, Master Card and American Express are accepted.
STEMMERA reserves the right to charge a late fee at the rate of one percent (1%) per month to invoices outstanding beyond 30 days after shipment from the due date until paid. STEMMERA may refuse to sell to any person until overdue accounts are paid in full. Purchaser is responsible for all collection costs on past due accounts.
Shipping & Delivery
STEMMERA will make every effort to ship the products or provide the services hereunder in accordance with the requested delivery date, provided that STEMMERA accepts no liability for any losses or for damages arising out of delays in delivery.
Shipment of all products is EXW STEMMERA’s warehouse. All shipment costs shall be paid by Buyer and if prepaid by STEMMERA, the amount thereof shall be reimbursed to STEMMERA. Products shipped with dry ice are subject to a handling charge, which is prepaid by STEMMERA and added to the invoice.
In the event that carton size or product mix result in excessively high unanticipated freight charges we reserve the right to contact customer regarding new freight charges prior to order shipment. In such circumstances customer may accept the re-calculated freight charge. Purchaser assumes all responsibility for the importation of the product, including the obtaining of all required permits, licenses or certificates. STEMMERA shall in no event be liable for the failure of any government to issue such permits, licenses or certificates.
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 Purchaser upon STEMMERA’s making delivery to a carrier at STEMMERA’s facility in good condition.
Once order is placed by Purchaser and order acknowledgement is issued by STEMMERA, the Purchaser shall not cancel it. If delaying the date of delivery would be helpful, please contact Customer Services to see if we can reschedule your delivery.
STEMMERA has the right to cancel the Purchaser’s order in the event that the infrastructure at the Purchaser’s location, where the delivery will take place does not allow the physical access of the means of transportation or the goods unloading. In this case, STEMMERA will proceed with the refund of the goods’ price, discounting the round-trip transportation costs. Refund of the goods is subject to a minimum of 25% restocking fee and at sole discretion of STEMMERA.
Inspection and Return
Please inspect all shipments upon receipt. If external damage is evident, accept the shipment only after the carrier's representative has noted the damage on all copies of the delivery receipt. Immediately request that the carrier make an inspection and notify us immediately of any damage that may have occurred with your order.
Product returns will not be accepted by STEMMERA without prior written authorisation. Any product returned without preauthorization and proper documentation may be discarded without refund.
Request to return products must be made within five days of receipt. STEMMERA 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 STEMMERA, 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 Manual, when used under normal conditions in your laboratory.
In case of a purchasing error or change in the order after the product has been shipped, a 25% restocking fee will be charged. Purchaser will be responsible for all transportation fees on returns not due to STEMMERA error. If STEMMERA makes a shipping error, either a replacement product will be shipped at no charge or the customer’s account will be credited.
Products generally not subject to return include:
1. Items not purchased from STEMMERA.
2. Products not in original packaging, including products with damaged, missing or defaced labeling and packaging. All original manuals, instructions, warnings and warranties must be included. Products must not have been customized, modified or damaged in any way.
3. Items purchased on a “special order” basis.
4. Discontinued products.
5. Products with an expired shelf life or short expiration dating.
6. Refrigerated products or other perishables.
Product Use and Restrictions
Products are sold for laboratory Research Use Only, Not For Diagnostic or Therapeutic Use, and are not to be administered to humans. Purchaser shall be completely responsible for: obtaining any necessary intellectual property permission, compliance with any and all applicable regulatory requirements, and conducting all necessary testing. It is sole responsibility of Purchaser to make sure the products are suitable for your particular use.
The Purchaser 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 STEMMERA mark of origin without the express written permission of STEMMERA.
Catalogues; Price Lists and Advertisements
Any descriptions or illustrations contained in STEMMERA’s catalogues, price lists and advertisements or otherwise communicated to Purchaser are intended merely to present a general idea of the products so described. Nothing contained in any of them will form any part of this Contract.
STEMMERA warrants to Purchaser, our direct customer, that our products shall conform substantially to the description of such products as provided in our catalogues and literature accompanying the goods until their respective expiration dates stated on product labels. STEMMERA MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The warranty provided herein and the data, specifications and descriptions of STEMMERA products appearing in STEMMERA’s published catalogues and product literature may not be altered except by express written agreement signed by an officer of STEMMER.
Representations, oral or written, which are inconsistent with this warranty or such publications are not authorized and if given, should not be relied upon. A warranty will not apply to a product that fails to perform its specific function due to misuse, improper storage, use beyond expiry date or accidental damage.
In the event of a breach of the foregoing warranty, STEMMERA’s sole obligation shall be to repair or replace, at its option, the applicable product, provided the customer notifies STEMMERA promptly of any such breach. If after exercising reasonable efforts, STEMMERA is unable to repair or replace the product, then STEMMERA shall refund to the customer all monies paid for such applicable product. STEMMERA SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER DAMAGES SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS.
Purchaser shall, at your own expense, indemnify, defend and hold STEMMERA, its directors, officers, employees, agents, successors and assigns (“STEMMERA Indemnitees”), harmless from and against any and all losses, costs, damages and expenses (including, reasonable attorneys’ fees and other costs of defending any action) (collectively, “Losses”) 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.
Intellectual Property Rights
STEMMERA 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 STEMMERA 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 Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in this Agreement will be construed as an assignment to Purchaser of any Intellectual Property Rights in or to the products.
This contract shall be governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of the State of California.