A. General Terms:
A.1 These outlined conditions regarding sale and delivery from Gift of Life Biologics (“Gift of Life Biologics”) apply to all contracts of supply between Gift of Life Biologics and any individual or entity that purchases or seeks to purchase any products and services from Gift of Life Biologics ("Customers"). In the event of a separate agreement between Gift of Life Biologics and a Customer (a “Primary Agreement”), these Terms of Sale shall apply but in the event of a conflict between a provision herein and a provision of the Primary Agreement, the latter shall control.
A.2 These Terms of Sale apply to all sales of products or services provided by Gift of Life Biologics unless otherwise agreed to in writing and signed by an authorized agent of Gift of Life Biologics. The Customer is deemed to agree to these conditions of sale and delivery upon (a) issuing a Purchase Order to Gift of Life Biologics, (b) issuing a signed quotation to Gift of Life Biologics, (c) upon purchase of products from the Gift of Life Biologics website (the “Website”), or (d) any other purchase of product or service from Gift of Life Biologics, unless otherwise modified in writing and signed by an authorized agent of Gift of Life Biologics.
A.3 Any rights awarded to the Customer arising during business with Gift of Life Biologics are not transferable.
A.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 Gift of Life Biologics prior to shipment.
A.5 These Terms of Sale constitute the entire agreement between Gift of Life Biologics and the Customer, except for any Purchase Order (which typically would include terms such as price and quantity), and except for any applicable Primary Agreement; and shall integrate and supersede all written and oral agreements and understandings with regard to the subject matter hereof. All terms that conflict with any term provided in these Terms of Sale, including any conflicting terms appearing in a purchase order submitted by a Customer, shall be void, unless agreed to in writing and signed by an authorized agent of Gift of Life Biologics. The customer agrees that fulfillment of any purchase order submitted to Gift of Life Biologics shall not constitute an agreement to any terms contained in a purchase order that conflict with these Terms of Sale.
A.6 Except to the extent otherwise provided in an applicable Primary Agreement, this Agreement shall be governed by and interpreted under the laws of the State of Florida., and any and all disputes hereunder shall be enforced solely in its state or Federal courts located in Palm Beach County.
A.7 The prevailing party in any action to enforce the terms of this Agreement shall be entitled to reimbursement by the other party for all fees and costs, including the reasonable attorney fees and professional fees, incurred in connection with such proceeding.
A.8 Any donor information obtained by Gift of Life Biologics is privileged. Gift of Life Biologics treats donor information as confidential to preserve the anonymity of the donor. Gift of Life Biologics will provide Customer with only minimal and non-privileged information regarding donors.
B. Prices:
B.1 Gift of Life Biologics prices are subject to change without prior notice. Please contact us to confirm current pricing with Gift of Life Biologics.
B.2 Unless explicitly noted on the sales quotation all shipping & handling charges should be considered “estimated or pre-pay & add” and shipping and handling charges will be reflected on the invoice upon the delivery of product. Shipping and handling charges will vary according to the size and weight of the package and the shipping options chosen by the Customer. Please contact Gift of Life Biologics directly for current shipping and handling prices.
B.4 All prices quoted are net prices. Sales tax, duty, or other fee imposed by a government authority will be added, billed to and paid by Customer.
B.5 International shipping will be through Customer’s own shipping account. If Gift of Life Biologics’s shipping account is used, the customer is liable to pay all the final shipping charges Gift of Life Biologics gets charged by the courier.
C. Delivery:
C.3 All deliveries take place at the Customer’s own risk. The transfer of title, risk and loss occurs at the time of the product transfer from Gift of Life Biologics to the carrier or shipper at the Gift of Life Biologics facility.
C.4 Gift of Life Biologics is not responsible for product degradation resulting from delivery delays attributed to the carrier or other reasons outside of Gift of Life Biologics’ control.
C.5 Gift of Life Biologics is not responsible for product degradation or damage resulting from international delivery delays due to customs or mishandling through the customs process.
C.6 International Customers are responsible for complying with all applicable import regulations related to the receipt of shipments of biological products and must be the importer of record.
C.7 Delivery times for domestic and international shipments can be estimated by the applicable shipper, however, they are not guaranteed or legally binding, as prescribed by the applicable shipper.
C.8 For cryopreserved orders greater than or equal to $5,000, shipped within the United States, Gift of Life Biologics requires shipping method to be in a Liquid Nitrogen (LN2) dry shipper. If Customer requests an alternate shipment method, Gift of Life Biologics will not issue a refund or replace the product due to shipment conditions or delays. For shipment of Cryopreserved Leukopaks Gift of Life Biologics requires shipping methods to be in a Liquid Nitrogen (LN2) dry shipper. If a customer requests an alternate shipping method, Gift of Life Biologics will not issue a refund nor replace the product.
C.9 For cryopreserved orders shipped internationally, Gift of Life Biologics recommends shipping in a Liquid Nitrogen (LN2) dry shipper for all orders and requires LN2 tanks for cryopreserved frozen leukopak shipments. If Customer requests an alternate shipment method, Gift of Life Biologics will not issue a refund or replace the product due to shipment conditions or delays.
C.10 Any disputes with shipping couriers must be submitted by the party whose shipping account was utilized for the shipment.
D. Payment:
D.1 Payment on products and services is to be made by credit or debit card, unless other arrangements are made.
D.2 Invoices not paid by credit or debit card, which are not paid by the applicable due date, are subject to an initial 10% late fee of the balance. In addition, any invoices not paid within 60 days from the date of the invoice are also subject to a 1.5% per month (18% annum) interest fee, compounded monthly.
D.3 Failure of payment within 120 days may result in legal and/or collection proceedings upon the expiration of the payment period without further warning. The costs (including legal fees) of such proceedings shall be added to the amount due.
D.4 Gift of Life Biologics accepts only United States currency in the form of company checks, cashier checks, money orders, wire transfers, American Express, VISA and MasterCard payments. Credit card fees apply. All funds must be able to be withdrawn from a United States bank account; foreign bank accounts and foreign currency will not be accepted as appropriate payment. Please make checks payable to Gift of Life Biologics, respectively, based on the invoice you receive.
D.5 If Gift of Life Biologics conditions of payment are not followed as written or if justifiable concerns exist regarding the Customer’s ability or willingness to pay, Gift of Life Biologics is entitled to deem any contract with the Customer null and void. In addition, all outstanding claims the Customer may have with Gift of Life Biologics 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, or any default of payment due.
E. Use of Goods:
E.1 Gift of Life Biologics “research use” products are intended for research purposes only. Research use products are not intended for use in human beings. They are not to be used for any other purpose, including but not limited to, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, generation of or research on human embryos, or any type of consumption or application to humans. Please note that any use of Gift of Life Biologics “research use” products for any other purpose other than intended by Gift of Life Biologics use for research purposes is strictly prohibited and can result in legal ramifications.
E.2 Gift of Life Biologics 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.
E.3 Gift of Life Biologics 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.
E.4 Gift of Life Biologics products are not permitted for resale without written authorization from Gift of Life Biologics.
F. Liability:
F.1 Gift of Life Biologics represents and warrants that it has (1) obtained ownership rights with respect to products (2) obtained all necessary donor informed consents and appropriate releases from the donor wherein there are no restrictions on use of products that would prohibit Customers from using them in any commercial pharmaceutical or biological research, (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.
F.2 Gift of Life Biologics represents and warrants that it has no known obligation to any third party that would interfere with Gift of Life Biologics providing products to Customers. In addition, any products that Gift of Life Biologics provides to Customers are not known to be the proprietary property of any third party.
F.3 In no event will Gift of Life Biologics 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, nor from use by the Customer that is in violation of any laws, rules, guidelines or other limitations stated herein.
F.4 The Customer expressly warrants that all required government licenses, regulatory approvals, permits, and other approvals required to purchase, use and store products purchased from Gift of Life Biologics are in place and that the Customer will comply with all applicable guidelines, laws and regulations.
F.5 The Customer agrees that Gift of Life Biologics'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 Gift of Life Biologics.
F.6 The Customer agrees to indemnify and to hold harmless, Gift of Life Biologics 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.
F.7 By ordering any products from Gift of Life Biologics, 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.
G. Cancellation Policy:
| Type | Cancellation/Change Timeframe | Payment Due |
|---|---|---|
| Fresh Products | ||
| RUO & GMP/GTP Leukopaks | Cancellation/Change policy quoted by project | Cancellation/Change policy quoted by project |
| RUO & GMP/GTP Mobilized Leukopaks | Cancellation/Change policy quoted by project | Cancellation/Change policy quoted by project |
| Cryopreserved Products | ||
| All products which are shipped via LN2 dry shippers | Within 5 Business Days of scheduled shipment | 100% of scheduled product cost |
| All products which are shipped on dry ice | Within 2 Business Days of scheduled shipment | 100% of scheduled product cost |
H. Warranty:
H.1 As provided herein, Gift of Life Biologics warrants that our products will meet the designated acceptable range for final product specifications, including but not limited to, volume, cell viability, cell count and purity as claimed on the Certificate of Analysis. Gift of Life Biologics does not warrant any biological properties associated with our products. Clients may have the ability to purchase products that do not meet product specifications and those scenarios will be handled on a case-by-case basis for any possible warranties.
H.2 Gift of Life Biologics will replace any product validated by the customer with flow cytometry for purity and viability (PI) and/or trypan blue for cell counts and viability (alternative to PI) that do not meet the specifications claimed on our Certificate of Analysis so long as the product has not been manipulated in any way (i.e., washes, spins, cell culture, etc.). Customer must supply evidence of deviated specifications to issue a warranty of the product. In no event shall Gift of Life Biologics's liability exceed the replacement product ordered by the Customer.
H.3 Gift of Life Biologics shall not be liable for any damages or injuries to persons or property arising from the use of its products. Gift of Life Biologics is not liable for a product that has been misused or has been rendered unusable due to improper storage or handling, including by any carrier or shipper. Refer to Gift of Life Biologics’ “Cell Thawing Protocol” to ensure proper handling of all cryopreserved products. Deviations from the Gift of Life Biologics thawing protocols can render the product unusable and such deviations from the Gift of Life Biologics thawing protocols will not be covered by the warranty.
H.4 All Gift of Life Biologics “research use only” products are approved for neither direct human use nor veterinary therapeutic treatment.
H.5 Due in part to factors outside of Gift of Life Biologics’ control, Gift of Life Biologics warrants its fresh products as to their volume, cell viability, cell count, and purity, up to the time of the transfer from Gift of Life Biologics to the carrier or shipper for delivery. Fresh products should be processed immediately upon receipt and any issues must be reported within 24hr of receipt of product.
H.6 For cryopreserved products, Customer shall inspect the delivered products and notify Gift of Life Biologics of any claims for shortages, over shipment, defects, or damages within 10 business days. Product not rejected within this 10-business day window is deemed to be accepted by Customer. Other claims related to our guaranteed specifications, must be reported within 3 business days upon thawing within the 10-business day window of storage as incorrect storage or handling of cryopreserved materials may affect quality.
H.7 For fresh products, Customer shall inspect the delivered products and notify Gift of Life Biologics of any claims for shortages, over shipment, defects, or damages within 24 hours. Other claims related to our guaranteed specifications, must be reported within 24hrs of shipment. Any product not rejected within the applicable 24-hour period will be deemed to be accepted by Customer.
H.8 Products collected under ‘custom’ protocols/part codes or using client-provided reagents or materials are not warrantied by Gift of Life Biologics unless an executed SOW or contract states otherwise.
H.9 Gift of Life Biologics products are not permitted for resale without written authorization from Gift of Life Biologics.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR THE OTHER PARTY’S LOSS OF ANTICIPATED REVENUE OR PROFITS, INTEREST, PENATIES OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LIABILITIES IN CONNECTION WITH THIS AGREEMENT ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; AND (B) WHETHER OR NOT THE PARTIES WERE ADVISED OF THE POSSIBILITY OF THE DAMAGES.