服务条款

Service Term
服务条款

Acceptance
In the Service term “we,” “us,” and “our” means PriCells or PriCells affiliate that is processing this order or purchase of goods or products or materials, and “customer”, “you” and “your” means the person, university, hospitals, institute, organization, unites, company or other legal entity that orders or buys goods or products or materials from PriCells and each case their respective successors and/or assigns.


ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON SERVICE TERM CONTAINED HEREIN, AND UPON THE CUSTOMER'S ASSENT THERETO.  NO VARIATION OF THESE SERVICE TERM WILL BE BINDING UPON PRICELLS UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF PRICELLS.


Delivery, claims, delays
All sales are PriCells shipping point unless otherwise noted.  If Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to actual FREIGHT COSTS, including but not limited to dry ice charges.  Delivery of the goods or products or materials to the carrier at PriCells shipping point shall constitute delivery to the customer and the customer shall bear all risk of loss or damage in transit.  The general method of shipment for each item is listed in PriCells catalog.  However, PriCells reserves the right, in its discretion, to determine the exact method of shipment.  PriCells reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries.  Delay in delivery of any installment shall not relieve the Customer of the Customer's obligations to accept remaining deliveries.


Immediately upon the Customer's receipt of any goods or products or materials shipped hereunder, the Customer shall inspect the same and shall notify PriCells in writing of any claims for shortages, defects or damages and shall hold the goods or products or materials for PriCells written instructions concerning disposition.  If the Customer shall fail to so notify PriCells within three days after the goods or products or materials received by the Customer, such goods or products or materials shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Customer.  PriCells shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond PriCells reasonable control, including, without limitation, unsuccessful reactions, act of the Customer, embargo or other governmental act, regulation or request affecting the conduct of PriCells business, fire, explosion, accident, theft, VANDALISM, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.


Allocation of goods or products or materials
If PriCells is unable for any reason to supply the total demands for goods or products or materials specified in the Customer's order, PriCells may allocate its viable supply among any or all Customers on such basis as PriCells may deem fair and practical, without liability for any failure of performance that may result there from.


Payment
Service Term for sale is the net thirty (30) days (working day) of date of invoice after Customer payment, unless otherwise stated.  If the financial condition of the Customer results in the insecurity of PriCells, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, PriCells may, without notice to the Customer, delay or postpone the delivery of the products or materials; and PriCells, at its option, is authorized to change the terms of payment to payment in full or  part in advance of shipment of the entire undelivered balance of said products. In the event of default by the Customer in the payment of the purchase price or otherwise, of this or any other order, PriCells, at its option, without prejudice to any other of PriCells lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of the Customer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and the Customer agrees to pay the balance then due to PriCells on demand.  The Customer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by the Customer in any of the terms hereof.


Taxes and other charges
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 PriCells and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced.  In the event PriCells is required to pay any such tax, fee or charge, the Customer shall reimburse PriCells therefore; or,  lieu of such payment, the Customer shall provide PriCells at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.


Pricing
Prices shown are RMB and are subject to change without notice.  Current prices are always listed on the website if you require this information prior to placing your order.  Please note that a quote does not guarantee a discounted price.


Hold Policy
Cells from specific donors or lots can be held for the Customer for 30 days at no charge.  A 15 days extension may be arranged by submitting a purchase order prior to the expiration of the original hold.   Cells held beyond the 15 days extension will be subject to a NON-REFUNDABLE storage fee on a per vial basis that will be credited to the purchase of the cells.


Warranties
PriCells warrants that its products shall conform to the description of such products as provided to the Customer by PriCells through PriCells catalog, analytical data or other literature.  THIS WARRANTY IS EXCLUSIVE, AND PRICELLS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  PriCells warranties made in connection with this sale shall not be effective if PriCells has determined, in its sole discretion, that the Customer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by PriCells.


PriCells sole and exclusive liability and the Customer's exclusive remedy with respect to products proved to PriCells satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in PriCells sole discretion, upon the return of such products in accordance with PriCells instructions. PRICELLS 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 PRICELLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY PRICELLS'S GROSS NEGLIGENCE.  All claims must be brought within one (1) year of shipment, regardless of their nature.  If PriCells manufactures custom goods and materials for the Customer based on instructions, specifications, or other directions provided by the Customer, PriCells shall not be liable for the lack of sufficiency, FITNESS for purpose or quality of the goods and materials to the extent attributable to such instructions, specifications, or other directions.  PriCells shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond PriCells reasonable control.


Customer's use of products or materials
PriCells products are intended for laboratory RESEARCH purposes only, and 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 by local and national laws and regulations.  ANY USE OF PRICELLS’S PRODUCTS AND MATERIALS OR ANY MODIFICATION OF PRICELLS PRODUCTS FOR COMMERCIAL PURPOSES IS STRICTLY PROHIBITED WITHOUT PRICELLS PRIOR WRITTEN CONSENT.  THE CUSTOMER MUST CONTACT PRICELLS FOR APPROVAL FOR ANY OTHER INTENDED USAGE INCLUDING BUT NOT LIMITED TO THE MANUFACTURING OF GOODS FOR COMMERCIAL PURPOSES.  The Customer acknowledges that the products have not been tested by PriCells for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use. The Customer expressly represents and warrants to PriCells that the Customer will properly test, use, manufacture and market any products purchased from PriCells and/or materials produced with products purchased from PriCells in accordance with the practices of a reasonable person who is an expert in the field and strict compliance with all applicable laws and regulations, now and hereinafter enacted.  The Customer further warrants to PriCells that any material produced with products from PriCells shall not be adulterated or misbranded.


The Customer realizes that, since PriCells products and materials are intended for research purposes only, they may not be on the Toxic Substances Control Act (TSCA) inventory.  The Customer assumes responsibility to assure that the products and materials purchased from PriCells are approved for use under TSCA, if applicable.  The Customer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from PriCells.  The Customer also has the duty to warn the Customer's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products. The Customer agrees to comply with instructions, if any, furnished by PriCells relating to the use of the products and not misuse the products in any manner.  If the products purchased from PriCells are to be repackaged, relabeled or used as starting material or components of other products, the Customer will verify PriCells assay of the products.  No products purchased from PriCells shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.


Customer's Representations and Indemnity
The Customer represents and warrants that it shall use all products ordered herein in accordance with "Customer's Use of Products", and that any such use of products will not violate any law or regulation. The Customer agrees to indemnify and hold harmless PriCells, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that PriCells may sustain or cur as a result of any claim against PriCells based upon negligence, breach of warranty, strict liability in tort, contract, or any other THEORY of law brought by the Customer, its officers, agents, employees, successors or assigns, by the Customer's customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of PriCells products, or by reason of the Customer's failure to perform its obligations contained herein.  The Customer shall notify PriCells in writing within ten days of the Customer's receipt of knowledge of any accident, or incident involving PriCells products which results in personal injury or damage to property, and the Customer shall fully cooperate with PriCells in the investigation and determination of the cause of such accident and shall make available to PriCells all statements, reports and tests made by the Customer or made available to the Customer by others.  The furnishing of such information to PriCells and any investigation by PriCells of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by PriCells.


Product Replacement
Customer must notify PriCells within THREE DAYS of receiving goods to be eligible for a replacement.  No refunds will be given.  Replacements will be considered upon receiving the completed form and other materials.  PriCells will only replace defected products.  Customer is not eligible for a replacement if cells are refrozen again or used with the other culture materials and reagents, or if any other protocol is used during the culture process other than PriCells protocol and culture products.


Credits, Refunds, & Replacements
PriCells Does not accept any returns and refunds are only offered in the event that the customer is approved for a replacement, but we are unable to supply the item to them within a reasonable timeframe.  Replacements for the product may be given to the customer and is done so at the discretion of PriCells.  The customer may be required to pay shipping and handling costs for the replacement.  If you are requesting a replacement, please contact us and download the Replacement Request Form from our website and then submit the filled out form to the instructed email.


Patent disclaimer
PriCells does not warrant that the use or sale of the products delivered under will not infringe the claims of any China or other patents covering the product itself or the use thereof in combination with other products or the operation of any process.


Technical Assistance
At the Customer's request, PriCells may, at PriCells discretion, furnish technical assistance and information with respect to PriCells products.  PRICELLS 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 PRICELLS OR PRICELLS'S PERSONNEL. ANY SUGGESTIONS BY PRICELLS 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 PRICELLS.


Miscellaneous
PriCells failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of PriCells right to strictly enforce such terms or conditions or exercise such right thereafter.  All rights and remedies under this order are cumulative and are  addition to any other rights and remedies PriCells may have at law or  equity.  Any waiver of a default by the Customer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.  If any provision of this Agreement 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 paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation.  This Agreement 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.


Trademarks
The trademarks, logos, and service marks (collectively, the "Trademarks") used or mentioned on this site are registered and unregistered trademarks of PriCells and other third parties and are legally protected.  Be aware that certain product names are trademarks, even if not specifically mentioned.  Nothing on this site should be construed as granting, by implication, estoppels or otherwise, any license or right in or to the Trademarks without the express written permission of PriCells Research Laboratories, Inc. or such other third party.  Your misuse of the Trademarks on this site and its conditions is strictly prohibited.


Export Compliance
PriCells products and services are subject to China export laws, rules, treaties, regulations, and international agreements.  All individuals who access PriCells website assume the responsibility of abiding by China export laws, rules, treaties, regulations, and international agreements along with applicable foreign laws when transferring, selling, importing, exporting, re-exporting, deemed exporting, diverting, or otherwise disposing of such products, programs, and services.  By reviewing PriCells Service term, you represent you are not in a sanctioned country nor are you an individual or an entity whose access to this website is restricted by China export laws, rules, treaties, regulations, and international agreements.


PriCells Products and other materials for Science Research ONLY


Contact Us
PriCells

Wuhan PriCells Biotechnology & Medicine Co,. Ltd

Hubei, P. R. China

Tel:027-88665980

Fax:027-88666106

www.pricells.com.cn


All Right Reserved By PriCells