Effective Date: January 31st, 2017

The following Terms and Conditions of Sale to End-Users (these “Terms”) describe the terms and conditions on which Cellaria Biosciences, LLC (sometimes referred to in these Terms as “Cellaria,” “we” or “us”) offers you access to this website (this “Site”) and to any related website, application, service or mobile application on or to which these Terms are linked or referenced (collectively with this Site, the “Services”).

Before accessing and using the Services, please carefully read these Terms because, together with our Privacy Policy, they constitute a legal agreement between Cellaria and you. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE TERMS AND AFFIRM THAT YOU ARE ABLE AND LEGALLY COMPETENT TO DO SO.

IF YOU ARE USING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND  CELLARIA AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.

NOTE: These Terms contain provisions that limit our liability to you and require you to resolve any dispute with us through final and binding arbitration on an individual basis and not as part of any class or representative action. Please see “DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY” (Section 8) and “DISPUTE RESOLUTION” (Section 10) below for more information

IF YOU DO NOT AGREE TO ANY OF THESE TERMS, THEN PLEASE DO NOT USE THE SERVICES.

1. Acceptance of Terms — By purchasing and accepting delivery of products supplied by Cellaria Biosciences (“Products”) you agree to be bound by these terms and conditions (the “Terms and Conditions”). Terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.  Changes — Once submitted, any change(s) to your order(s) may be made only with advance written approval of Cellaria Biosciences and such changes may require different terms, including a change in the price and/or time of delivery.  Once submitted, you may not cancel any order unless cancellation is expressly approved by Cellaria Biosciences in writing, which approval may be contingent on your payment of Cellaria Biosciences’ costs or other charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Cellaria Biosciences by its suppliers, and any other costs resulting from cancellation. A verified bill of costs issued by an officer or other authorized representative of Cellaria Biosciences shall be conclusive as to the amount of such costs. Cellaria Biosciences reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions or your bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading Cellaria Biosciences to reasonably question your willingness or ability to perform.

2. Payment and Interest — Unless otherwise stated, payment in full shall be made within 30 days of invoice. Cellaria Biosciences reserves the right to require an advanced deposit of up to 100% of the purchase price at the time of order or any time prior to delivery as a condition of performance. If for any reason Cellaria Biosciences, in its sole and unfettered discretion, deems the ultimate collectability of the purchase price to be in doubt, Cellaria Biosciences may, without notice to you, delay or postpone the delivery of the Products and may, at its option, change the terms of payment to payment in full or in part in advance, with respect to the entire undelivered balance of Products.  In the event  of default by you in the payment of the purchase price or otherwise, Cellaria Biosciences, at its option, without prejudice to any other of Cellaria Biosciences’ lawful remedies, may defer delivery, cancel your order and any other order of you, or sell any undelivered products on hand for the account of you and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed upon purchase price, and you agree to pay the balance then due to Cellaria Biosciences on demand. You agree to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by you in any of the terms hereof. Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law). You must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.
3. Taxes and other charges — Cellaria Biosciences shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from you by Cellaria Biosciences. All other such charges (if any) must be paid by you separately and in addition to the prices quoted or invoiced. In the event Cellaria Biosciences is required to pay any such tax, fee or charge, you shall reimburse Cellaria Biosciences therefore; or, in lieu of such payment, you shall provide Cellaria Biosciences at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee orcharge.
4. Pricing — Any quotation provided by Cellaria Biosciences is firm only if you place a corresponding order within the time specified on the quote or, if no time period is mentioned, within 30 days. You must request shipment of the entire quantity of Products ordered within 6 months from the date of order, otherwise, Cellaria Biosciences’ standard prices at time of shipment may apply, at Cellaria Biosciences’ option, to futuredeliveries.
5. Price Changes — Shipment will be made promptly even if prices have been nominally increased. Price changes will be automatically applied to your invoice. Notwithstanding any price quotation or prices listed by Cellaria Biosciences, if at any time prior to delivery Cellaria Biosciences’ costs of materials have increased by 10% or more, then Cellaria Biosciences may cancel any accepted but undelivered orders or condition the continuance of any order on your agreement to a corresponding increase in price.
6. Warranties — Cellaria Biosciences warrants that its products shall, at the time of delivery, conform to the description of such products as provided to you by Cellaria Biosciences through Cellaria Biosciences’ product directory, analytical data or other then-current literature. THIS WARRANTY IS EXCLUSIVE, AND CELLARIA BIOSCIENCES MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANT ABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. Cellaria Biosciences’ warranties made in connection with this sale shall not be effective if Cellaria Biosciences has determined, in its sole discretion, that you have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by Cellaria Biosciences. CELLARIA BIOSCIENCES’ SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO CELLARIA BIOSCIENCES’ SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN CELLARIA BIOSCIENCES’ SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH CELLARIA BIOSCIENCES’ INSTRUCTIONS. CELLARIA BIOSCIENCES SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF CELLARIA BIOSCIENCES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY CELLARIA BIOSCIENCES’ GROSS NEGLIGENCE. THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS. CELLARIA BIOSCIENCES’ LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY. ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF SHIPMENT, REGARDLESS OF THEIR NATURE. 
7. Your Use of Products — Cellaria Biosciences’ Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in Cellaria Biosciences’ product directory or in other literature furnished to you, are not to be used for any other purposes,including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes. You acknowledge that the Products have not been tested by Cellaria Biosciences for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Cellaria Biosciences’ literature furnished to you. You expressly represent and warrant to Cellaria Biosciences that you will properly test, use, manufacture and market any Products purchased from Cellaria Biosciences and/or materials produced with Products purchased from Cellaria Biosciences in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. You further warrant to Cellaria Biosciences that any material produced with Products from Cellaria Biosciences shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce. You realize that, since Cellaria Biosciences’ Products are, unless otherwise stated, intendedprimarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. You assume responsibility to assure that the Products purchased from Cellaria Biosciences are approved for use under TSCA, if applicable. You have the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Cellaria Biosciences. You also assume the duty to warn your employees, those associated with you and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.  You agree to comply with instructions, if any, furnished by Cellaria Biosciences relating to the use of the Products and not misuse the Products in any manner. No Products purchased from Cellaria Biosciences shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
8. Resale, Distribution and Export Prohibited — You warrant to Cellaria Biosciences that you will use the Products directly and as permitted by Section 7 above, and you further agree that the Products may not be marketed, distributed, resold or exported by you for any purpose.
9. Patent disclaimer — Cellaria Biosciences does not warrant that the use or sale of the Products delivered here under will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
10. Returns — Products may not be returned for credit except with Cellaria Biosciences’ permission, and then only in strict compliance with Cellaria Biosciences’ return shipment instructions. You must obtain advance written authorization from Cellaria Biosciences and a written return authorization document in the form then in use by Cellaria Biosciences, prior to returning any Products. Certain items and quantities may not be returned for credit or under any circumstances. These items include, but are not limited to: diagnostic reagents, refrigerated or frozen products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals. Any returned items may be subject to a 20% processing fee and must be returned within 90 days of purchase.
11. Technical Assistance — At your request, Cellaria Biosciences may, in Cellaria Biosciences’ sole and absolute discretion, furnish technical assistance and information with respect to Cellaria Biosciences’ Products. CELLARIA BIOSCIENCES MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY CELLARIA BIOSCIENCES OR ITS PERSONNEL. ANY SUGGESTIONS BY CELLARIA BIOSCIENCES REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF CELLARIA BIOSCIENCES.
12. Miscellaneous — Cellaria Biosciences’ failure to strictly enforce any particular term or condition contained herein or to exercise any right with respect to your order shall not constitute a waiver of Cellaria Biosciences’ right to strictly enforce such terms or conditions or exercise such right thereafter.  All rights and remedies are cumulative and are in addition to any other rights and remedies Cellaria Biosciences may have at law or in equity.  Any waiver of a default by you shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation. These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
13. Governing Law, Disputes — All disputes allegedly arising from the legality, interpretation, application, or performance of your order, the Products or any of these Terms and Conditions shall be governed by the laws of the Commonwealth of Massachusetts including its conflict of laws principles. Each party agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in the Federal District Court for Boston, Massachusetts, if a basis for federal court jurisdiction is present and otherwise in the First Circuit Court for Massachusetts. Notwithstanding the foregoing, nothing in this section shall prevent Cellaria Biosciences from bringing a claim in any court having jurisdiction over you to enjoin infringement of Cellaria Biosciences’ trademark, patent or other intellectual property rights, or to prevent irreparable harm to Cellaria Biosciences. The parties agree to waive, to the fullest extent permitted by law, any and all rights to a trial by jury in connection with any dispute.

QUESTIONS?

If you have any questions about these Terms, please contact us.

If you have questions about a purchase that you made through the Services, please log in to your Account, check your Order History or contact us at support@cellariabio.com or 978-720-8051 (inside the U.S.) and 011-1-978-720-8051 (from outside the U.S.).