Terms and Conditions

General Terms:

1. These outlined conditions regarding sale and delivery from AllCells, LLC apply to all contracts of supply between AllCells, LLC and our customers. 
2. The Customer is deemed to agree to these conditions of sale and delivery upon acceptance of the good supplied.
3. Any rights awarded to the Customer arising during the course of business with AllCells, LLC are not transferable.
4. Any amendment to the conditions of sale and delivery, or any recognition of the Customer’s conflicting purchase conditions must be confirmed in writing by AllCells, LLC.

Prices:

1. AllCells,LLC prices are subject to change without prior notice.  Please call, fax, or e-mail to confirm current pricing with AllCells,LLC. 
2. All shipping and handling charges will be reflected on the invoice upon the delivery of product.  Shipping and handling charges will vary according to the weight of the package and the shipping options.  Please contact AllCells, LLC directly for current shipping and handling prices.
3. AllCells,LLC prices quoted in the catalog are net prices; sales tax will be included where applicable.  All customers located in California are subject to California state sales tax. 

Delivery: 

1. All orders are shipped via Federal Express Priority Overnight delivery unless otherwise specified. 
2. Estimated delivery times can be specified; however, estimated delivery times are not legally binding. 
3. Same day delivery is available in the San Francisco Bay Area with prior arrangement with AllCells, LLC. 
4. All deliveries take place at the Customer’s risk.  The transfer of risk occurs on the handing over of the goods to the carrier or shipper.  The course of delivery method is at the discretion of AllCells, LLC with exclusion of any and all liability. 

Payment: 

1. Payment on goods is to be made within 30 days of delivery and remittance of the bill.
2. Invoices not paid within the designated terms are subject to a 10% late fee of the initial balance and a 1.5% per month (18% annum) interest fee.
3. Failure of payment within 120 days may result in legal and collection proceedings upon the expiration of the payment period without further warning. 
4. AllCells,LLC accepts only US currency in the form of company checks, cashier checks, money orders, and VISA or MasterCard payments.  All funds must be withdrawable from a US bank account; foreign bank accounts and foreign currency will not be accepted as appropriate payment. Please make checks payable to AllCells, LLC.
5. All international orders must be prepaid in advance with either a bank deposit or credit card before shipping.
6. If AllCells,LLC conditions of payment are not complied to, or if justifiable concerns exist in regard to the Customer’s ability or willingness to pay, AllCells, LLC is entitled to deem any contract with the Customer null and void and demand the return of the delivered goods in the condition in which they were shipped.  The cost of this return of delivery will be the responsibility of the Customer.  In addition, all outstanding claims the Customer may have with AllCells, LLC will become due. 

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

Use of Goods:  

1. All products received from AllCells, LLC are intended exclusively for in vitro use only.  These products are not intended for use on human beings, animals, or for any private use.  Please note that any use of AllCells, LLC products for any purpose other than intended including use for therapeutic or diagnostic purposes will result in legal ramifications. 
2. AllCells, LLC does not accept any liability for the improper use of our products.  We deliver our products only to research and teaching institutions, commercial enterprises, and public researchers.  Any signs of improper use of AllCells, LLC products by a customer will result in refusal of delivery and termination of any contract associated with this customer.
3. AllCells, LLC opposes any research in violation of any ethical, legal, or governmental standards within the United States and the import countries of our customers.  We do not accept any liability for such research or use by our customers. 

Liability: 

1. AllCells,LLC represents and warrants that it has (1) obtained ownership rightswith respect to products and that such products were provided to AllCells, LLC with every donor’s informed consent and in compliance with all applicable laws and regulations, (2) obtained all necessary and appropriate releases fr om the donor wherein there are no restrictions on use of products that would prohibit customers from using them in any commercial pharmaceutical research conducted in vitro, (3) complied with all applicable United States and foreign statutes and their respective rules and regulations in connection with handling, export, import, and use of the products.
2. AllCells,LLC represents and warrants that it has no obligation to any third party that would interfere with AllCells, LLC providing products to customers.  In addition, any products that AllCells, LLC provides to customers are not the proprietary property of any third party.
3. In no event will AllCells, LLC be liable to a customer or anyone else for any damages or injury resulting from the use or misuse of our products, nor for any action taken by a customer relying on information, either verbal or written, from any source.
4. The Customer agrees that AllCells, LLC’s liability, if any, for damages (including liability, arising from physical or mental harm, caused by any product liability, arising out of contract, negligence, strict liability or tort) shall not exceed the cost of the product, which the Customer purchased from AllCells, LLC.
5. The Customer agrees to indemnify and to hold harmless, AllCells, LLC and all other parties involved, including their owners, officers, affiliates, associates, and employees for any and all damages incurred as a result of the products used.  These parties shall not be liable under any circumstances.
6. By ordering any products from AllCells, LLC, the Customer acknowledges the above terms, conditions, and disclaimers, included but not limited to the above disclaimers and any additional warnings and cautions.  The Customer agrees to carefully abide by these terms, conditions, and disclaimers. 

Warranty:

1. AllCells, LLC warrants that our products will meet the claimed product specifications, such as viability, number of viable cells, and purity.  AllCells, LLC does not warrant any biological properties associated with our products.  
2. AllCells, LLC will replace any products that do not meet the specifications claimed on our certificate of analysis free of charge.  In no event shall AllCells, LLC’s liability exceed the purchase price paid by the Customer. 
3. AllCells, LLC shall not be liable for any damages or injuries to persons or property arising from the use of its products.  AllCells, LLC is not liable for a product that has been misused or has been rendered unusable due to improper storage or handling. 
4. All AllCells, LLC products are “For In Vitro Research Use Only” and are neither approved for human nor veterinary use in vivo, diagnostic, nor clinical applications.
5. This limited warranty has a one-year period starting from the time of shipment.
6. AllCells, LLC’s products are not permitted for re-sale without written authorization from AllCells, LLC.