Terms and Conditions

TERMS AND CONDITIONS OF SALE

(All Products except Primary and Cultured Cells)

ACCEPTANCE

These Terms and Conditions of Sale (this “Contract”) shall govern all orders for the purchase of products from STEMCELL Technologies Canada Inc., the STEMCELL Group of Companies and each of its subsidiaries and affiliates (hereinafter referred to as “STEMCELL”, “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 STEMCELL unless agreed to in writing and signed by an authorized representative of STEMCELL.

PAYMENT TERMS

All invoices are issued at time of shipment and are payable within thirty (30) days thereafter, unless otherwise required by STEMCELL. Payment should be made in accordance with the instructions on the invoice issued to you. Please contact us for bank account details when submitting remittance by bank wire transfer. Payments over CDN$3500 must be made by cheque, wire transfer or other means of settlement excluding credit cards. STEMCELL retains the right to apply a surcharge for processing any credit card payments over this amount.

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 STEMCELL and Purchaser will be paid by Purchaser in addition to the purchase price. If STEMCELL is required to pay any such tax, fee or charge, then Purchaser will reimburse STEMCELL immediately upon receiving a request in writing from STEMCELL.

If the Purchaser fails to make any payment when due under this Contract, then the Purchaser will pay to STEMCELL interest on the amount unpaid from the date when payment is due until payment is made at the rate of 1.5% per month compounded monthly (equivalent to 19.56% per annum), calculated and payable monthly, as well after as before any judgement.

PRICES

Please contact STEMCELL or your local distributor for a current price list. Prices are subject to change without notice.

SHIPPING & DELIVERY

North America: All Canada and U.S. orders are shipped from a STEMCELL facility in North America FOB Origin, Prepay and Add (Uniform Commercial Code). Under this term, STEMCELL takes responsibility to arrange for standard freight insurance on all shipments.

New Zealand: Orders are shipped at the expense and risk of the Purchaser. In addition, transportation and cargo insurance will be arranged for and paid by STEMCELL and then invoiced by STEMCELL to the Purchaser. The Purchaser agrees to comply with all applicable laws and assume all responsibility for the importation of the products into New Zealand, including but not limited to obtaining all required permits, licenses or certificates. STEMCELL shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses or certificates.

International: All STEMCELL international orders are shipped FCA Origin (Incoterms 2020). In addition, as provided for under FCA Origin, STEMCELL will act as a transportation agent and will assume responsibility to arrange for and pay for transportation and standard freight insurance to the point of entry in the Purchaser's country and to invoice the Purchaser for those costs.

For International shipments, the Purchaser assumes all responsibility for the importation of the product into the Purchaser’s country, including obtaining all required permits, licenses or certificates. STEMCELL shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses or certificates

Other Domestic: All other domestic (intra-country) orders shipped from STEMCELL facilities not located in North America (for example, Australia and China) are shipped at the expense and risk of the Purchaser. In addition, transportation and cargo insurance will be arranged for and paid by STEMCELL and then invoiced by STEMCELL to the Purchaser.

For each of the above, risk of loss or damage to the products, as well as the obligation to bear any costs relating thereto, shall pass to the Purchaser upon STEMCELL making delivery to a carrier at STEMCELL’s facility in good condition.

FOB Origin Collect (Canada and US): Upon request from Purchaser, STEMCELL will ship Canada and US orders (FOB-ORIGIN, Collect) using Purchaser's preferred courier and account number. STEMCELL recommends using FedEx, UPS or Purolator for North American shipments. For orders that are shipped via the Collect method, STEMCELL is not responsible for remunerating product(s) under any circumstances and all handling charges still apply and will be added to the Purchaser's invoice. STEMCELL will not pay any shipping costs nor pay for any damage to the product(s) that occurs during shipment. STEMCELL will have no responsibility for any delays after delivering the product(s) to the carrier. Purchaser will be solely responsible for any and all claims related to the carrier's shipment.

FCA Origin Collect (International): Upon request from Purchaser, STEMCELL will ship International orders (FCA-ORIGIN, Collect) using Purchaser's preferred courier and account number. STEMCELL recommends using UPS or DHL Express for European shipments. For orders that are shipped via the Collect method, STEMCELL is not responsible for remunerating product(s) under any circumstances and all handling charges still apply and will be added to the Purchaser's invoice. STEMCELL will not pay any shipping costs nor pay for any damage to the product(s) that occurs during shipment. STEMCELL will have no responsibility for any delays after delivering the product(s) to the carrier. Purchaser will be solely responsible for any and all claims related to the carrier's shipment.

Please note that Harmonized System (HS) codes are provided for information purposes only. Many variables, including end use and /or other provisions in your local country tariff may impact whether or not the HS Code provided by STEMCELL is appropriate for your country. The importer is responsible for making that determination and for submitting any import or export declarations. STEMCELL assumes no responsibility for the use of this information by the recipient for their import and export declarations.

CANCELLATIONS, CLAIMS & RETURNS

Accepted purchase orders that have not yet been entered or processed can be canceled with no charge. Accepted purchase orders that have been entered or processed, including standing purchase orders, may be canceled and may be subject to a 25% processing fee. Product returns will not be accepted by STEMCELL without prior written authorisation. Requests to return products must be made within seven (7) days of delivery. Perishable (frozen or cold-storage) items are not eligible for return. Non-perishable items that have been processed and packed or shipped are subject to a 25% restocking fee. Unless the return is due to a STEMCELL error, return shipping costs must be paid by the sender. If STEMCELL makes a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited. Please examine all shipments thoroughly upon receipt. Claims for damages, errors, or omissions must be made within seven (7) days of parcel delivery as recorded by the courier. STEMCELL 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 STEMCELL, 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. Return of custom products will not be authorised if such product meets the specifications on the custom order form.

AUTHORIZED USES

Products are sold for laboratory Research Use Only, Not For Diagnostic or Therapeutic Use, and are not to be administered to humans. Products bearing the CE mark are For In Vitro Diagnostic Use Only, and provided for professional use in the European Union (EU). Purchaser shall not reverse-engineer, analyze or otherwise attempt to derive the properties, composition, construction or method of manufacture of any of the products, including but not limited to, analysis by physical, chemical or biochemical means and shall not cause a third party to do the same.

NO RESALE

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 STEMCELL mark of origin without the express written permission of STEMCELL.

CATALOGUES; PRICE LISTS AND ADVERTISEMENTS

Any descriptions or illustrations contained in STEMCELL’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.

WARRANTY

Products supplied by STEMCELL, with the exception of instruments, are warranted to meet the specifications provided on our Product Information Sheets when used under normal conditions in your laboratory for a period expiring six (6) months after the date of their purchase or the expiry date specified on the packaging of the product, whichever is earlier. Should any product fail to perform as specified during the warranty period (the “Product Warranty Period”), STEMCELL will credit the purchase price to the Purchaser’s account or replace the product free of charge. This warranty is exclusive and limits our liability to the replacement of the product or, at our option, full credit of the original purchase price. Instruments supplied by STEMCELL are warranted to meet the specifications provided in our Instrument Specifications Sheets when operated in accordance with our Technical Manuals for a period expiring twelve (12) months after the ship date indicated on your invoice, unless specified otherwise by STEMCELL in writing. Should any instrument fail to perform as specified during the warranty period (the “Instrument Warranty Period”), STEMCELL will repair or replace the Instrument or Instrument part(s) free of charge. This warranty is exclusive and limits our liability to the repair or replacement of the Instrument or Instrument part(s). ANY PRODUCT OR INSTRUMENT NOT COVERED BY AN EXPRESS WRITTEN WARRANTY IS SOLD “AS IS”, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. A warranty will not apply to a product or instrument that fails to perform its specific function due to misuse, improper storage, use beyond expiry date or accidental damage.

DISCLAIMER

THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY STEMCELL 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.

IN NO EVENT WILL STEMCELL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ANY ECONOMIC LOSSES OF ANY KIND, ANY LOSS OR DAMAGE TO PROPERTY, ANY PERSONAL INJURY, ANY DAMAGE OR INJURY ARISING FROM OR AS A RESULT OF MISUSE OR ABUSE, OR THE IMPROPER STORAGE, USE BEYOND EXPIRATION DATE, ACCIDENTAL DAMAGE TO THE PRODUCT OR ANY COSTS ARISING FROM THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE, THE PRODUCT, OR OTHERWISE ARISING OUT OF OR RELATED TO THIS CONTRACT, HOWEVER ARISING (WHETHER IN CONTRACT, TORT, NEGLIGENCE PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE).

INDEMNITY

Purchaser shall, at your own expense, indemnify, defend and hold STEMCELL, its directors, officers, employees, agents, successors and assigns (“STEMCELL 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.

SAFETY STATEMENT

Purchaser acknowledges that some of the products may be hazardous or could otherwise present a safety risk as may be outlined in any Safety Data Sheet, Product Information Sheet or any other label or document shipped with or otherwise associated with any of the products. Purchaser agrees to use, store and otherwise handle the products with such care and taking such safety precautions as is necessary or appropriate in each case. In no event shall STEMCELL be liable for any personal injury or any other damages arising from or as a result of use, handling, misuse or mishandling of the products.

SOFTWARE

STEMCELL instruments may be provided with software. The source code therein, including but not limited to all content and images used within or displayed by the instrument, is either owned or licensed by the STEMCELL Group of Companies. Unauthorized copying, in whole or in part, of the source code is expressly prohibited. The names and logos of STEMCELL Technologies products are trademarks of the STEMCELL Group of Companies.

GDPR

You agree that use of your contact information by STEMCELL is necessary for performance of this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.

PRIVACY POLICY

Purchaser acknowledges and accepts that the terms of STEMCELL’s privacy policy are incorporated by reference hereto and Purchaser consents that STEMCELL may collect and use certain information in accordance with this policy (https://www.stemcell.com/privacy-policy).

INFORMATION COLLECTION

STEMCELL collects personal information, including names, email addresses, phone numbers and physical addresses for the purposes of maintaining relationships with our customers. Personal information may be shared with STEMCELL's business partners to provide the most efficient and effective service to our customers. Our business partners are held to strict confidentiality obligations related to personal information, and they include, but are not limited to SAP, Adobe, Salesforce, data processors, software as a service (SaaS), web service providers, event management solutions, and commerce integrators. You have the right to opt-out of having your personal information collected and you may request that STEMCELL delete all of your collected personal information. Please email your request to notices@stemcell.com or call us at our toll-free phone line: 1 (800) 667-0322.

INTELLECTUAL PROPERTY RIGHTS

STEMCELL 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 STEMCELL 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. All Intellectual Property Rights in or to the products are and will remain the sole and exclusive property of STEMCELL and are reserved by STEMCELL.

ENTIRE AGREEMENT; INCONSISTENT DOCUMENTS

This Contract and any invoice, statement of work, or the like (if any) issued by STEMCELL to which this Contract is attached and/or which includes this Contract constitutes the complete and entire statement of all terms, conditions and representations of the agreement between STEMCELL and Purchaser with respect to its subject matter. Any proposal for additional or different terms from those in this Contract or documents as aforesaid or any attempt by Purchaser to vary in any degree any of the terms of this Contract or any other document is hereby objected to and rejected, but such proposals shall not operate as a rejection of this Contract, which shall be deemed irrevocably accepted by Purchaser without said additional or different terms, unless STEMCELL specifically agrees to same in writing. Any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought.

INVALIDITY OF PARTICULAR PROVISION

If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, bylaws or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.

ARBITRATION

All disputes arising out of or in connection with this Contract, or in respect of any defined legal relationship associated therewith or derived therefrom shall be referred to and finally resolved by arbitration under the Rules of the British Columbia International Commercial Arbitration Centre. The appointing authorities shall be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its “Procedures for Cases Under the BCICAC Rules”. The place of arbitration shall be Vancouver, British Columbia, Canada. This Section will not apply to any action or proceeding by STEMCELL to collect any payment due to it under this Section. Further, either party will have the right to apply to a court of competent jurisdiction for a preliminary or interim injunction or other equitable relief to preserve the status quo or prevent irreparable harm pending resolution of the matter by arbitration.

GOVERNING LAW

This Contract shall be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein without regard to conflicts of law that would apply a different body of law. The International Sale of Goods Act of British Columbia and the United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Contract.

COMPLIANCE WITH LAWS

You agree that you are solely responsible for complying with all laws and regulations in your country related to the sale of Products.

France Environmental Code Article L.541-10-13

The unique identifier FR003609_05RGW1 attesting to registration in the register of producers in the EEE sector, pursuant to article L.541-10-13 of the Environmental Code, has been assigned by ADEME to the company STEMCELL Technologies SARL (Siret: 417 977 139 00050). This identifier certifies its conformity with regard to its obligation to register in the register of producers of Electrical and Electronic Equipment and the realization of its declarations of placing it on the market with the ecosystem.

DEFINITIONS

The “STEMCELL Group of Companies” shall mean: STEMCELL Technologies Canada Inc., STEMCELL INTERNATIONAL INC., STEMCELL TECHNOLOGIES (AUSTRALIA) HOLDINGS PTY LTD, Stemcell Technologies Singapore Pte. Ltd., Stemcell Technologies UK Ltd., STEMCELL Technologies China Co. Ltd., Stemcell Technologies Inc., STEMCELL TECHNOLOGIES SARL, STEMCELL Technologies Germany GmbH, Stemcell Technologies Netherlands B.V., and such other companies as may be added or removed from time to time.

TERMS AND CONDITIONS OF SERVICE RELATED TO ALL PRIMARY CELL PRODUCTS

(All Products containing Primary and Cultured Cells)

ACCEPTANCE

These Terms and Conditions of Service (this “Contract”) are the sole and exclusive terms and conditions that shall govern all orders related to primary cell products (the “Services”) from StemCell Technologies Inc., the STEMCELL Group of Companies, and each of its subsidiaries and affiliates (hereinafter referred to as “STEMCELL”, “we” or “our”). STEMCELL objects to, and rejects, all other terms and conditions contained in any document provided by the purchaser of the foregoing services (hereinafter referred to as “Purchaser”, “you”, or “your”) at any time. The Purchaser will be deemed to have assented to this Contract by ordering the Services. No variation of these terms and conditions will be binding upon STEMCELL unless agreed to in writing and signed by an authorized representative of STEMCELL.

PAYMENT TERMS

Both STEMCELL and Purchaser agree that Purchaser is not making payment for the primary cell products themselves, but rather for the services related to providing the primary cell products. Such services may include but are not limited to processing, quality control testing, cryopreservation, storage, distribution, shipping and other services. Payments over CDN$3500 must be made by cheque, wire transfer or other means of settlement excluding credit cards. STEMCELL retains the right to apply a surcharge for processing any credit card payments over this amount.

All invoices are issued at time of shipment and are payable within thirty (30) days thereafter, unless otherwise required by STEMCELL. Payments should be made in accordance with the instructions on the invoice issued to you. Please contact us for bank account details when submitting remittance by bank wire transfer.

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 STEMCELL and Purchaser will be paid by Purchaser in addition to the purchase price. If STEMCELL is required to pay any such tax, fee or charge, then Purchaser will reimburse STEMCELL immediately upon receiving a request in writing from STEMCELL.

If the Purchaser fails to make any payment when due under this Contract, then the Purchaser will pay to STEMCELL interest on the amount unpaid from the date when payment is due until payment is made at the rate of 1.5% per month compounded monthly (equivalent to 19.56% per annum), calculated and payable monthly, as well after as before any judgement.

PRICES

Please contact STEMCELL or your local distributor for a current price list for the Services. Prices are subject to change without notice.

SHIPPING & DELIVERY

North America: All Canada and U.S. orders are shipped from a STEMCELL facility in North America FOB Origin, Prepay and Add (Uniform Commercial Code). Under this term, STEMCELL takes responsibility to arrange for standard freight insurance on all shipments.

New Zealand: The following terms will apply to any orders from Purchasers in New Zealand for primary cell products that fall within the definition of human tissue under New Zealand’s Human Tissue Act 2008, and any amendments thereto. Orders are shipped at the expense and risk of the Purchaser. In addition, transportation and cargo insurance will be arranged for and paid by STEMCELL and then invoiced by STEMCELL to the Purchaser. Title shall pass to the Purchaser upon STEMCELL making delivery to a carrier at STEMCELL's facility, notwithstanding the actual date of payment. The Purchaser agrees to comply with all applicable laws and assume all responsibility for the importation of the products into New Zealand, including but not limited to obtaining all required permits, licenses or certificates. STEMCELL shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses or certificates.

International: All STEMCELL international orders are shipped FCA Origin (Incoterms 2020). In addition, as provided for under FCA Origin, STEMCELL will act as a transportation agent and will assume responsibility to arrange for and pay for transportation and standard freight insurance to the point of entry in the Purchaser's country and to invoice the Purchaser for those costs.

For International shipments, the Purchaser assumes all responsibility for the importation of the product into the Purchaser’s country, including obtaining all required permits, licenses or certificates. STEMCELL shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses or certificates.

Other Domestic: All other domestic (intra-country) orders shipped from STEMCELL facilities not located in North America (for example, Australia and China) are shipped at the expense and risk of the Purchaser. In addition, transportation and cargo insurance will be arranged for and paid by STEMCELL and then invoiced by STEMCELL to the Purchaser.

For each of the above, risk of loss or damage to the products, as well as the obligation to bear any costs relating thereto, shall pass to the Purchaser upon STEMCELL making delivery to a carrier at STEMCELL’s facility in good condition.

FOB Origin Collect (Canada and US): Upon request from Purchaser, STEMCELL will ship Canada and US orders (FOB-ORIGIN, Collect) using Purchaser's preferred courier and account number. STEMCELL recommends using FedEx, UPS or Purolator for North American shipments. For orders that are shipped via the Collect method, STEMCELL is not responsible for remunerating product(s) under any circumstances and all handling charges still apply and will be added to the Purchaser's invoice. STEMCELL will not pay any shipping costs nor pay for any damage to the product(s) that occurs during shipment. STEMCELL will have no responsibility for any delays after delivering the product(s) to the carrier. Purchaser will be solely responsible for any and all claims related to the carrier's shipment.

FCA Origin Collect (International): Upon request from Purchaser, STEMCELL will ship International orders (FCA-ORIGIN, Collect) using Purchaser's preferred courier and account number. STEMCELL recommends using UPS or DHL Express for European shipments. For orders that are shipped via the Collect method, STEMCELL is not responsible for remunerating product(s) under any circumstances and all handling charges still apply and will be added to the Purchaser's invoice. STEMCELL will not pay any shipping costs nor pay for any damage to the product(s) that occurs during shipment. STEMCELL will have no responsibility for any delays after delivering the product(s) to the carrier. Purchaser will be solely responsible for any and all claims related to the carrier's shipment.

Please note that Harmonized System (HS) codes are provided for information purposes only. Many variables, including end use and /or other provisions in your local country tariff may impact whether or not the HS Code provided by STEMCELL is appropriate for your country. The importer is responsible for making that determination and for submitting any import or export declarations. STEMCELL assumes no responsibility for the use of this information by the recipient for their import and export declarations.

CANCELLATIONS, HOLDS, CLAIMS & RETURNS

Fresh Primary Cells, Excluding Fresh Mobilized Primary Cells:
Once purchase order and scheduling preferences are confirmed by the Purchaser and donor collection date scheduling is in progress, changes may not be possible. Upon purchase order confirmation from STEMCELL, any changes or cancellations requested by the Purchaser five (5) business days or more prior to the collection date will be assessed on a case-by-case basis and if accepted will incur an additional fee equivalent to 10% of the purchase price of the affected products. Any changes or cancellations requested by the Purchaser less than five (5) business days prior to the collection date will result in an additional fee equivalent to 100% of the purchase price of the affected products and a new purchase order will need to be submitted for any rescheduled collections. If STEMCELL is directly and solely responsible for a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited. It is the Purchaser’s responsibility to examine all shipments thoroughly upon receipt. Claims for damages, errors, or omissions must be made within seven (7) days of parcel delivery as recorded by the courier. STEMCELL reserves the right to deny a claim if it 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. Claims for custom products will not be approved if such product meets the specifications on the custom order form. Fresh primary cells are not eligible for return.

Fresh Mobilized Primary Cells:
Once purchase order and scheduling preferences are confirmed by the Purchaser and donor collection date scheduling is in progress, changes may not be possible. Upon purchase order confirmation from STEMCELL, any changes or cancellations requested by the Purchaser six (6) business days or more prior to the donor’s first dosing will be assessed on a case-by-case basis and if accepted will incur an additional fee equivalent to 10% of the purchase price of the affected products. Any changes or cancellations requested by the Purchaser five (5) business days or less prior to the donor's first dosing will result in an additional fee equivalent to 50% of the purchase price of the affected products. Any changes or cancellations requested by the Purchaser after the donor’s first dosing will result in an additional fee equivalent to 100% of the purchase price of the affected products and a new purchase order will need to be submitted for any rescheduled collections. If STEMCELL is directly and solely responsible for a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited. It is the Purchaser’s responsibility to examine all shipments thoroughly upon receipt. Claims for damages, errors, or omissions must be made within seven (7) days of parcel delivery as recorded by the courier. STEMCELL reserves the right to deny a claim if it 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. Claims for custom products will not be approved if such product meets the specifications on the custom order form. Fresh mobilized primary cells are not eligible for return.

Cryopreserved Primary Cells and Cultured Cells:
Accepted purchase orders that have been entered or processed, including standing purchase orders, may be canceled and may be subject to a 25% fee. If STEMCELL makes a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited. It is the Purchaser’s responsibility to examine all shipments thoroughly upon receipt. Claims for damages, errors, or omissions must be made within seven (7) days of parcel delivery as recorded by the courier. STEMCELL 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 STEMCELL, 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. Return of custom products will not be authorised if such product meets the specifications on the custom order form. Cryopreserved primary cells and cultured cells are otherwise not eligible for return.

Cryopreserved primary cells and/or cultured cells with a shipment date that is ninety (90) days or less from the date of acceptance of the associated purchase order (the “Hold Period”) will not be charged a Monthly Storage Fee. Cryopreserved primary cells and/or cultured cells with a shipment date beyond the Hold Period will be subject to a Monthly Storage Fee as provided below. The Monthly Storage Fee will be applied in full on the first day beyond the Hold Period and each successive Monthly Storage Fee will be applied in full on the monthly anniversary thereof. For example, if the first Monthly Storage Fee is applied on January 15, the second Monthly Storage Fee will be applied on February 15. STEMCELL reserves the right to charge the Monthly Storage Fee in the local currency or the currency indicated in the purchase order, subject to the applicable currency exchange rate.

Total Order Value Past Hold Period, excluding applicable taxes and shipping (USD) Monthly Storage Fee (USD)
Under $20,000.00 $200
$20,000.00 - $49,999.99 $400
$50,000.00 - $79,999.99 $600
$80,000.00 - $99,999.99 $800
$100,000.00 or more $1,000

AUTHORIZED USES

Primary cell products are provided for laboratory Research Use Only, Not For Diagnostic or Therapeutic Use, and are not to be administered to humans. Primary cell products shall be used in accordance with all applicable laws, rules and regulations, including but not limited to applicable privacy laws, and in accordance with any donor consent form, Product Information Sheet or any other label or document shipped with or otherwise associated with any of the products. It is the Purchaser’s responsibility to ensure its use of the primary cell products is within the scope of the donor’s consent. Purchaser shall not sequence or otherwise use the primary cell products for the purpose of identifying the donor of the primary cell products or any genealogical analysis, or publicly disclose sequencing information that a reasonable person would surmise could be used to identify the donor. Purchaser may only transfer sequencing or analytical data that it generates from the primary cell products to a third party on the condition that such third party will not use such sequencing or analytical data for any genealogical analysis, to identify the donor or to publicly disclose such data that a reasonable person would surmise could be used to identify the donor. A breach of this condition by the third party shall be deemed a breach of this Contract by the Purchaser.

NO RESALE

The Purchaser shall not make primary cell products, its progeny, or derivatives thereof or any portion of the foregoing, in any way, shape or form, including as a component of another product available for the purpose of sale or further transfer to a third party, for providing services or other commercial use, or alter or remove the product label and the STEMCELL mark of origin without the express written permission of STEMCELL.

INDUCED PLURIPOTENT STEM CELLS ("iPSCs")

iPSCdirect™ is a single-use only product. Long-term maintenance or culture of iPSCdirect™ is not permitted. iPSCs and their modifications (including but not limited to derivatives or differentiated progeny) shall not be used or administered in (1) human subjects for human clinical use; (2) animals for veterinary use for therapeutic, diagnostic or prophylactic purposes or (3) any subject in relation to, without limiting the generality of the foregoing, clinical applications, cell therapy, transplantation, and/or regenerative medicines. iPSCs and their modifications (including but not limited to derivatives or differentiated progeny) may not be used for monetization or commercialization purposes, including without limitation, used to, or with the goal to, perform services or supply products or rights, including in the manufacture of cellular therapies or other therapeutics, for monetary gain or the generation of royalties, revenues, sales or other valuable consideration. For clarity, iPCS and their modifications (including but not limited to derivatives or differentiated progeny) may not be used for screening compounds, antibodies, proteins or peptides, except for the purposes of target discovery, target validation, or assay development, provided such activities and the results of such activities are not further used for monetization or commercialization purposes. It may be possible to obtain a further license for the prohibited uses referred to herein. Please contact iPSCrequests@stemcell.com for more details.

SUPPLEMENTAL TERMS AND CONDITIONS for iPSC-Derived Differentiated Cells (hereby referred to as “differentiated cells”)

STEMCELL has secured the rights to use, sell, and license to you the use of certain iPSC-derived differentiated cells for limited uses as set out below.

The differentiated cells are for limited uses and carry additional terms and conditions beyond those that apply to most other purchases from STEMCELL.

Because different organizations or persons hold different rights related to the differentiated cells, it is important that the rules for the use of the products are followed carefully. Failure to adhere to the terms and conditions referenced herein may result in intellectual property infringement. STEMCELL will not be liable if you infringe intellectual property rights.

By selling differentiated cells to you, STEMCELL is only granting you the non-exclusive rights to use the differentiated cells in accordance with the Restricted Uses set out below, and for no other purpose.

RESTRICTED USES OF iPSC-Derived Differentiated Cells

Differentiated cells shall not be used or administered in (1) human subjects for human clinical use; (2) animals for veterinary use for therapeutic, diagnostic or prophylactic purposes; (3) any subject in relation to, without limiting the generality of the foregoing, clinical applications, cell therapy, transplantation, and/or regenerative medicines; or (4) the development of human diagnostic products, including in-vitro diagnostics.

In some cases, differentiated cells may be used for further sale; distribution; transfer; manufacture of related products for sale, including cell culture medium or instruments; in the provision of services, information, or data to third parties; or licensing for financial gain. In such cases, advance written permission from STEMCELL is required and can be requested by email at IPSCrequests@stemcell.com.

PRODUCTS ARE FOR RESEARCH USE ONLY AND NOT INTENDED FOR HUMAN OR ANIMAL DIAGNOSTIC OR THERAPEUTIC USES UNLESS OTHERWISE STATED.

Applicability of other terms and conditions for Differentiated Cells

STEMCELL’s standard “TERMS AND CONDITIONS OF SERVICE RELATED TO ALL PRIMARY CELL PRODUCTS (All Products containing Primary and Cultured Cells)” (“Standard Terms”) found at [https://www.stemcell.com/terms-and-conditions-general] also apply to differentiated cells purchases. These differentiated cells-specific terms and the Standard Terms are meant to apply with equal force, with these differentiated cells-specific terms supplementing the Standard Terms.

CATALOGUES; PRICE LISTS AND ADVERTISEMENTS

Any descriptions or illustrations contained in STEMCELL’s catalogues, price lists and advertisements or otherwise communicated to Purchaser are intended merely to present a general idea of the products and services so described. Nothing contained in any of them will form any part of this Contract.

WARRANTY

Primary cell products supplied by STEMCELL, are warranted to meet the specifications provided on our Product Information Sheets and/or Certificates of Analysis when used under normal conditions in your laboratory for a period expiring twelve (12) months after the date of their delivery. Should any primary cell product fail to perform as specified during the warranty period (the “Product Warranty Period”), STEMCELL will credit the purchase price of the Services in relation to the nonconforming primary cell product to the Purchaser’s account or replace the primary cell product free of charge. This warranty is exclusive and limits our liability to the replacement of the primary cell product or, at our option, full credit of the original purchase price of the Services in relation to the primary cell product. ANY PRODUCT OR SERVICE NOT COVERED BY AN EXPRESS WRITTEN WARRANTY IS SOLD “AS IS”, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. A warranty will not apply to a primary cell product that fails to perform its specific function due to misuse, improper storage, use beyond expiry date or accidental damage.

DISCLAIMER

THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY STEMCELL 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.

IN NO EVENT WILL STEMCELL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ANY ECONOMIC LOSSES OF ANY KIND, ANY LOSS OR DAMAGE TO PROPERTY, ANY PERSONAL INJURY, ANY DAMAGE OR INJURY ARISING FROM OR AS A RESULT OF MISUSE OR ABUSE, OR THE IMPROPER STORAGE, USE BEYOND EXPIRATION DATE, ACCIDENTAL DAMAGE TO THE PRODUCT OR ANY COSTS ARISING FROM THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE, THE PRODUCT, OR OTHERWISE ARISING OUT OF OR RELATED TO THE SERVICES OR THIS CONTRACT, HOWEVER ARISING (WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE).

INDEMNITY

Purchaser shall, at your own expense, indemnify, defend and hold STEMCELL, its directors, officers, employees, agents, successors and assigns (“STEMCELL 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 primary cell 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 primary cell 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 primary cell products, or (e) any other use or misuse of the primary cell 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.

SAFETY STATEMENT

Purchaser acknowledges that some of the products may be hazardous or could otherwise present a safety risk as may be outlined in any Safety Data Sheet, Product Information Sheet or any other label or document shipped with or otherwise associated with any of the products. Purchaser agrees to use, store and otherwise handle the products with such care and take such safety precautions as are necessary or appropriate in each case. In no event shall STEMCELL be liable for any personal injury or any other damages arising from or as a result of use, handling misuse or mishandling of the products.

SOFTWARE

STEMCELL instruments may be provided with software. The source code therein, including but not limited to all content and images used within or displayed by the instrument, is either owned or licensed by the STEMCELL Group of Companies. Unauthorized copying, in whole or in part, of the source code is expressly prohibited. The names and logos of STEMCELL Technologies products are trademarks of the STEMCELL Group of Companies.

GDPR

You agree that use of your contact information by STEMCELL is necessary for the performance of this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.

PRIVACY POLICY

Purchaser acknowledges and accepts that the terms of STEMCELL’s privacy policy are incorporated by reference hereto and Purchaser consents that STEMCELL may collect and use certain information in accordance with this policy (https://www.stemcell.com/privacy-policy).

INFORMATION COLLECTION

STEMCELL collects personal information, including names, email addresses, phone numbers and physical addresses for the purposes of maintaining relationships with our customers. Personal information may be shared with STEMCELL's business partners to provide the most efficient and effective service to our customers. Our business partners are held to strict confidentiality obligations related to personal information, and they include, but are not limited to SAP, Adobe, Salesforce, data processors, software as a service (SaaS), web service providers, event management solutions, and commerce integrators. You have the right to opt-out of having your personal information collected and you may request that STEMCELL delete all of your collected personal information. Please email your request to notices@stemcell.com or call us at our toll-free phone line: 1 (800) 667-0322.

INTELLECTUAL PROPERTY RIGHTS

STEMCELL 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 STEMCELL 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. All Intellectual Property Rights in or to the products are and will remain the sole and exclusive property of STEMCELL and are reserved by STEMCELL.

ENTIRE AGREEMENT; INCONSISTENT DOCUMENTS

This Contract and any invoice, statement of work, or the like (if any) issued by STEMCELL to which this Contract is attached and/or which includes this Contract constitutes the complete and entire statement of all terms, conditions and representations of the agreement between STEMCELL and Purchaser with respect to its subject matter. Any proposal for additional or different terms from those in this Contract or documents as aforesaid or any attempt by Purchaser to vary in any degree any of the terms of this Contract or any other document is hereby objected to and rejected, but such proposals shall not operate as a rejection of this Contract, which shall be deemed irrevocably accepted by Purchaser without said additional or different terms, unless STEMCELL specifically agrees to same in writing. Any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought.

INVALIDITY OF PARTICULAR PROVISION

If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, bylaws or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.

ARBITRATION

All disputes arising out of or in connection with this Contract, or in respect of any defined legal relationship associated therewith or derived therefrom shall be referred to and finally resolved by arbitration under the Rules of the British Columbia International Commercial Arbitration Centre. The appointing authorities shall be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its “Procedures for Cases under the BCICAC Rules”. The place of arbitration shall be Vancouver, British Columbia, Canada. This Section will not apply to any action or proceeding by STEMCELL to collect any payment due to it under this Section. Further, either party will have the right to apply to a court of competent jurisdiction for a preliminary or interim injunction or other equitable relief to preserve the status quo or prevent irreparable harm pending resolution of the matter by arbitration.

GOVERNING LAW

This Contract shall be governed by and be construed in accordance with the laws of the State of Washington and the laws of the United States of America applicable therein without regard to conflicts of law that would apply a different body of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Contract. All sales of primary cells products in Australia will be governed by the laws of New South Wales.

COMPLIANCE WITH LAWS

You agree that you are solely responsible for complying with all laws and regulations in your country related to the sale of Products.

France Environmental Code Article L.541-10-13

The unique identifier FR003609_05RGW1 attesting to registration in the register of producers in the EEE sector, pursuant to article L.541-10-13 of the Environmental Code, has been assigned by ADEME to the company STEMCELL Technologies SARL (Siret: 417 977 139 00050). This identifier certifies its conformity with regard to its obligation to register in the register of producers of Electrical and Electronic Equipment and the realization of its declarations of placing it on the market with the ecosystem.

DEFINITIONS

The “STEMCELL Group of Companies” shall mean: STEMCELL Technologies Canada Inc., STEMCELL INTERNATIONAL INC., STEMCELL TECHNOLOGIES (AUSTRALIA) HOLDINGS PTY LTD, Stemcell Technologies Singapore Pte. Ltd., Stemcell Technologies UK Ltd., STEMCELL Technologies China Co. Ltd., Stemcell Technologies Inc., STEMCELL TECHNOLOGIES SARL, STEMCELL Technologies Germany GmbH, Stemcell Technologies Netherlands B.V., and such other companies as may be added or removed from time to time.

TERMS AND CONDITIONS FOR CONTRACT ASSAY SERVICES

ACCEPTANCE

These Terms and Conditions of Service (this “Contract”) are the sole and exclusive terms and conditions that shall govern all requests, quotes, proposals, statements of work, purchase orders and any other documents related to Contract Assay Services (the “Services”) from STEMCELL Technologies Canada Inc., the STEMCELL Group of Companies, and each of its subsidiaries and affiliates (hereinafter referred to as “STEMCELL”, “we” or “our”). STEMCELL objects to, and rejects, all other terms and conditions contained in any document provided by the purchaser for the foregoing Services (hereinafter referred to as “Purchaser”, “you”, or “your”) at any time. The Purchaser will be deemed to have assented to this Contract by ordering the Services. No variation of these terms and conditions will be binding upon STEMCELL unless agreed to in writing and signed by an authorized representative of STEMCELL.

SERVICES

Purchaser may request that STEMCELL provide certain Services, and if agreed to by STEMCELL, the parties shall work together to prepare one or more quotes, proposals or statements of work for such Services. The proposal(s) will describe the Services to be provided by STEMCELL, the anticipated data, result(s), report(s) and/or any other deliverables (the “Deliverables”), including the proposed delivery times, and the cost and fees for the Services (the “Price”). Purchaser acknowledges that, due to the experimental nature of the Services, changes to the Services (“Service Changes”) may be required from time to time. Service Changes may include, but are not limited to, changes to the assay parameters and changes to the scope of the Services. Service Changes, including any adjustment to the Price due to the changes, will be agreed to in writing by the parties before implementation.

To the extent that there is any conflict or inconsistency between the terms of this Contract and a proposal, statement of work, quote, purchase order or any other document purporting to establish the terms of the Services, the terms in this Contract shall apply and govern.

PAYMENT TERMS

All invoices are payable within thirty (30) days from the date of the invoice, unless otherwise agreed to by STEMCELL. Payment should be made in accordance with the instructions on the invoice issued to you. Please contact us for bank account details when submitting remittance by bank wire transfer. Payments shall be made by wire transfer. STEMCELL retains the right to apply a surcharge for processing any credit card payments.

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 STEMCELL and Purchaser will be paid by Purchaser in addition to the purchase price. If STEMCELL is required to pay any such tax, fee or charge, then Purchaser will reimburse STEMCELL immediately upon receiving a request in writing from STEMCELL.

If the Purchaser fails to make any payment when due under this Contract, then the Purchaser will pay to STEMCELL interest on the amount unpaid from the date when payment is due until payment is made at the rate of 1.5% per month compounded monthly (equivalent to 19.56% per annum), calculated and payable monthly, as well after as before any judgement.

TEST ARTICLES

Any material provided in relation to the Services by the Purchaser to STEMCELL, including but not limited to, test compounds, antibodies and cell culture media, are herein referred to as “Test Articles”. For clarity, the parties acknowledge and agree that legal title and all ownership and interest to all Test Articles, including any material procured by STEMCELL on behalf of Purchaser, will be with Purchaser and shall never pass to STEMCELL.

The Purchaser represents and warrants that the possession, transfer, handling, use, including use in clinical trials and applications, of Test Articles and any material procured by STEMCELL on behalf of Purchaser shall not violate any applicable laws, regulations and guidelines, or infringe upon the rights of any third party. It shall be the responsibility of the Purchaser to (a) determine which laws, regulations, guidelines and third party rights are applicable to the Test Articles and any material procured by STEMCELL on behalf of Purchaser, and to ensure the parties’ compliance therewith; and (b) where applicable, to obtain regulatory approval for the use of the Test Articles and any material procured by STEMCELL on behalf of Purchaser in clinical trials and applications.

STEMCELL agrees to use Test Articles, or any modification thereof, only to fulfill its obligations under this Contract and not for any other purpose or use. STEMCELL agrees not to reverse engineer or attempt to determine the composition of any Test Articles without the prior written consent of the Purchaser, except as required by applicable law. At the Purchaser’s expense, STEMCELL will return all Test Articles to the Purchaser or destroy all Test Articles, as requested by the Purchaser. The Purchaser assumes all responsibility for the importation of the Test Articles into the Purchaser’s country, including obtaining all required permits, licenses or certificates. STEMCELL shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses or certificates.

INTELLECTUAL PROPERTY

Any products, inventions, data, discoveries, developments, improvements, confidential information, know-how, trade secrets, methods, formulations, techniques, processes, ideas, and the like in any media whether written, electronic, or other tangible form format, and all copyright in any of the foregoing, patents, copyrights, trade-marks, inventions and other forms of intellectual property, whether or not copyrighted or patented or registered or protected, or capable of such registration or protection, in any jurisdiction world-wide is herein referred to as “Intellectual Property”.

STEMCELL acknowledges and agrees that it will have no intellectual property rights in or to any Test Articles. The Purchaser acknowledges that there is no intent by STEMCELL to make improvements to the Test Articles (“New Intellectual Property”). In the event that STEMCELL makes any improvements to the Test Articles, such improvements shall belong to the Purchaser. The Purchaser will own all right, title and interest in or to the Deliverables.

Notwithstanding the foregoing, Purchaser acknowledges and agrees that in the course of providing the Services, STEMCELL may utilize Intellectual Property including, but not limited to, protocols, materials, products, techniques, processes, and/or tools which are proprietary to STEMCELL (“STEMCELL Intellectual Property”). Purchaser further agrees that STEMCELL shall retain all rights, title and interest in or to STEMCELL Intellectual Property and any improvements and/or modifications to STEMCELL Intellectual Property.

STEMCELL has not verified the possible existence of third-party Intellectual Property Rights which might be infringed as a consequence of performing the Services and STEMCELL shall not be held liable for any loss or damages in that respect. The performance of the Services and provision of the Deliverables 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.

AUTHORIZED USES

Deliverables shall be used in accordance with all applicable laws, rules and regulations.

NO RESALE

The Purchaser shall not make the Deliverables 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 without the express written permission of STEMCELL.

TERM AND TERMINATION

This Contract shall remain in full force until STEMCELL has completed all of the Services that have been agreed to between the Purchaser and STEMCELL unless terminated in accordance with this Section.

This Contract and any mutually agreed to proposals, statements of work and/or purchase orders associated with this Contract may be terminated immediately under the following circumstances: (a) by written mutual agreement of the Purchaser and STEMCELL; (b) if either Purchaser or STEMCELL makes a material breach of the covenants or terms of this Contract and does not cure such breach within sixty (60) days of receipt of a termination notice from the other party; or (c) upon either party becoming bankrupt or making an assignment for the benefit of creditors, or upon a receiver or trustee in bankruptcy, receivership, or liquidation being instituted against a party and continuing for thirty (30) days without being dismissed, or upon a party otherwise ceasing to exist.

In the event of termination of this Contract for any reason, the Purchaser and STEMCELL will negotiate in good faith the steps that will be taken by each of them to wind down any ongoing Services, being performed by STEMCELL at the time. In the event of early termination, the Purchaser shall pay STEMCELL for the part of the Services which has been initiated or performed by STEMCELL and shall reimburse STEMCELL for any non-cancellable costs incurred.

WARRANTY

STEMCELL makes no warranties, express or implied, as to the ownership, merchantability, or fitness for a particular purpose of the Services, Deliverables and/or New Intellectual Property (if any). STEMCELL shall have no responsibility for determining whether the Services, Deliverables or New Intellectual Property will or will not achieve any intended compliance, result or purpose on the part of the Purchaser. For the avoidance of doubt, any requests, quotes, proposals, statements of work, purchase orders and any other documents provided by STEMCELL shall not be construed as a representation, warranty or covenant on the part of STEMCELL that the Services, Deliverables and/or Test Articles are suitable for a particular purpose, including but not limited to (i) diagnostic or therapeutic use; and (ii) meeting any regulatory requirements, including but not limited to, as part of any submission to the FDA or any other regulatory or governmental agency related to the use of the Deliverables in any clinical application, or the use of Test Articles in any clinical applications.

In the event that Services are not carried out in accordance with the applicable requests, quotes, proposals, statements of work, purchase orders and any other documents, STEMCELL shall (i) re-perform the portion of the Services which are not compliant with the applicable requests, quotes, proposals, purchase orders, statements of work and any other documents at STEMCELL’s expense; or (ii) refund or provide a credit to the Purchaser equal to the amount (excluding applicable taxes and fees) attributable to the portion of the Services that are non-compliant where re-performance of such Services is not possible or practical, as determined by STEMCELL in its sole discretion.

THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY STEMCELL IN CONNECTION WITH THE SERVICES AND DELIVERABLES AND SETS FORTH PURCHASER’S SOLE AND EXCLUSIVE REMEDY AND STEMCELL’S ENTIRE LIABILITY UNDER THIS CONTRACT, 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 SERVICES AND DELIVERABLES, 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.

DISCLAIMER

IN NO EVENT WILL STEMCELL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ANY ECONOMIC LOSSES OF ANY KIND, ANY LOSS OR DAMAGE TO PROPERTY, ANY PERSONAL INJURY, ANY DAMAGE OR INJURY ARISING FROM THE SERVICES AND/OR DELIVERABLES OR AS A RESULT OF MISUSE OR ABUSE, OR THE IMPROPER STORAGE, USE BEYOND EXPIRATION DATE, ACCIDENTAL DAMAGE TO THE DELIVERABLES OR ANY COSTS ARISING FROM THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE, THE DELIVERABLES, OR OTHERWISE ARISING OUT OF OR RELATED TO THIS CONTRACT, HOWEVER ARISING (WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE).

INDEMNITY; INSURANCE

Purchaser shall, at your own expense, indemnify, defend and hold STEMCELL, its trustees, its directors, officers, employees, agents, successors and assigns (“STEMCELL Indemnitees”), harmless from and against any and all claims, liabilities, losses, obligations, costs, damages, deficiencies, 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) the gross negligence or willful misconduct of the Purchaser or its agents, representatives, consultants or employees; (b) the use of the Deliverables, Test Articles and New Intellectual Property (if any) by the Purchaser, its affiliates or any third party; (c) the breach by the Purchaser of its obligations, representations and warranties under this Contract; and (d) the infringement of the intellectual property of third parties relating to the use of the Test Articles in the provision of the Services.

Purchaser will carry insurance coverage with a financially sound and reputable insurer with respect to the conduct of its business or activities against loss from such risks and in such amounts as is customary for insured companies or institutions engaged in similar businesses or activities and sufficient to support its obligations under this Contract. Purchaser will provide a Certificate of Insurance evidencing such coverage upon request by STEMCELL.

GDPR

You agree that use of your contact information by STEMCELL is necessary for the performance of this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.

PRIVACY POLICY

Purchaser acknowledges and accepts that the terms of STEMCELL’s privacy policy are incorporated by reference hereto and Purchaser consents that STEMCELL may collect and use certain information in accordance with this policy (https://www.stemcell.com/privacy-policy).

INFORMATION COLLECTION

STEMCELL collects personal information, including names, email addresses, phone numbers and physical addresses for the purposes of maintaining relationships with our customers. Personal information may be shared with STEMCELL's business partners to provide the most efficient and effective service to our customers. Our business partners are held to strict confidentiality obligations related to personal information, and they include, but are not limited to SAP, Adobe, Salesforce, data processors, software as a service (SaaS), web service providers, event management solutions, and commerce integrators. You have the right to opt-out of having your personal information collected and you may request that STEMCELL delete all of your collected personal information. Please email your request to notices@stemcell.com or call us at our toll-free phone line: 1 (800) 667-0322.

CONFIDENTIALITY

Any and all non-public information including, but not limited to, scientific, technical, financial or business information, disclosed by one party and/or its affiliates to the other party and/or its affiliates in relation to this Contract, including, without limiting the generality of the foregoing, data, specifications, protocols, plans, or other materials of any nature whatsoever, whether written or otherwise is referred to as “Confidential Information”.

Both Purchaser and STEMCELL agree not to use the Confidential Information of the other party for any purpose other than to fulfill its obligations under this Contract. Each party shall keep and use all of the other party’s Confidential Information in confidence and shall not disclose any part of such Confidential Information to third parties other than its affiliates, employees, contractors, and subcontractors that have a defined need to know such information for the purposes of this Contract and are bound by obligations of confidentiality and non-use that are no less stringent than the obligations of this Contract.

The obligations of confidentiality set forth in this Contract shall survive and continue for a period of five (5) years after completion or any termination of all the Services that have been agreed to between the Purchaser and STEMCELL under this Contract.

FORCE MAJEURE

Neither party shall be held liable or responsible to the other party nor deemed to have defaulted under or breached this Contract for failure or delay in fulfilling or performing any term of this Contract when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party (hereinafter, a “Force Majeure” event). Upon occurrence of a Force Majeure event, the affected party shall give written notice of such event to the other party and the affected party shall use all reasonable efforts to overcome such Force Majeure, provided, however, if such Force Majeure event continues in excess of sixty (60) days (or such longer period as may be mutually agreed to by the parties in writing), either party may terminate this Contract immediately by providing written notice of termination to the other party.

ENTIRE AGREEMENT; INCONSISTENT DOCUMENTS

This Contract and any invoice, requests, quotes, proposals, statements of work, purchase orders and any other documents, or the like (if any) issued by STEMCELL to which this Contract is attached and/or which includes this Contract by reference constitutes the complete and entire statement of all terms, conditions and representations of the agreement between STEMCELL and Purchaser with respect to its subject matter. Any proposal for additional or different terms from those in this Contract or documents as aforesaid or any attempt by Purchaser to vary in any degree any of the terms of this Contract or any other document is hereby objected to and rejected, but such proposals shall not operate as a rejection of this Contract, which shall be deemed irrevocably accepted by Purchaser without said additional or different terms, unless STEMCELL specifically agrees to same in writing. Any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought.

INVALIDITY OF PARTICULAR PROVISION

If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, bylaws or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.

ARBITRATION

All disputes arising out of or in connection with this Contract, or in respect of any defined legal relationship associated therewith or derived therefrom shall be referred to and finally resolved by arbitration under the Rules of the Vancouver International Arbitration Centre. The appointing authorities shall be the Vancouver International Commercial Arbitration Centre. The case shall be administered by the Vancouver International Commercial Arbitration Centre in accordance with its rules. The place of arbitration shall be Vancouver, British Columbia, Canada and the language to be used in the arbitration proceedings shall be English. This Section will not apply to any action or proceeding by STEMCELL to collect any payment due to it under this Section. Further, either party will have the right to apply to a court of competent jurisdiction for a preliminary or interim injunction or other equitable relief to preserve the status quo or prevent irreparable harm pending resolution of the matter by arbitration.

GOVERNING LAW

This Contract shall be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein without regard to conflicts of law that would apply a different body of law.

COMPLIANCE WITH LAWS

You agree that you are solely responsible for complying with all laws and regulations in your country related to the provision of the Services, Deliverables and Test Articles.

DEFINITIONS

The “STEMCELL Group of Companies” shall mean: STEMCELL Technologies Canada Inc., STEMCELL INTERNATIONAL INC., STEMCELL TECHNOLOGIES (AUSTRALIA) HOLDINGS PTY LTD, Stemcell Technologies Singapore Pte. Ltd., Stemcell Technologies UK Ltd., STEMCELL Technologies China Co. Ltd., Stemcell Technologies Inc., STEMCELL TECHNOLOGIES SARL, STEMCELL Technologies Germany GmbH, Stemcell Technologies Netherlands B.V., and such other companies as may be added or removed from time to time.