• Terms of Sale
• Terms of Use

Terms of Sale

General Terms:

1. These outlined conditions regarding sale and delivery from StemExpress, LLC and/or StemExpress Foundation (“StemExpress”) apply to all contracts of supply between StemExpress and any individual or entity that purchases or seeks to purchase any products and services from StemExpress (“Customers”).
2. These Terms of Sale apply to all sales of products or services provided by StemExpress unless otherwise agreed to in writing and signed by an authorized agent of StemExpress. The Customer is deemed to agree to these conditions of sale and delivery upon (a) issuing a Purchase Order to StemExpress, (b) issuing a signed quotation to StemExpress, (c) upon purchase of products from the StemExpress website, or (d) any other purchase of product or service from StemExpress, unless otherwise modified in writing and signed by an authorized agent of StemExpress.
3. Any rights awarded to the Customer arising during the course of business with StemExpress 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 StemExpress prior to shipment.
5. These Terms of Sale constitute the entire agreement between StemExpress and the Customer, except as to price and quantity. 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 StemExpress. Customer agrees that fulfillment of any purchase order submitted to StemExpress shall not constitute an agreement to any terms contained in a purchase order that conflict with these Terms of Sale.
6. This Agreement shall be governed by and interpreted under the laws of the State of California, and venue for any dispute arising hereunder shall be in the County of Sacramento.
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.
8. Any donor information obtained by StemExpress is privileged. StemExpress treats donor information as confidential in order to preserve the anonymity of the donor.  StemExpress will provide Customer with only minimal and non-privileged information regarding donors.

Prices:

1. StemExpress prices are subject to change without prior notice.  Please contact us to confirm current pricing with StemExpress.
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 size and weight of the package and the shipping options chosen by the Customer.  Please contact StemExpress directly for current shipping and handling prices.
3. Customer will be charged a late return fee for specialty shipper tanks not returned within 3 business days of receipt; fee will escalate every 10 days specialty shipper tank has not been returned to shipping tank owner. Lost shipping tank or accessories/other equipment will be charged a replacement cost. If the shipper and/or accessories/other equipment is not returned within 45 calendar days, the shipper and/or accessories/other equipment shall be deemed lost and Customer shall pay the replacement cost.
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.  Estimated domestic shipping charge ranges will be provided to Customer but are not guaranteed to fall within the estimated range.
5. International shipping will be through Customer’s own shipping account. 

Delivery:

1. All orders being delivered to the United States and Canada are shipped via FedEx Priority overnight delivery unless otherwise specified. Other International orders are shipped via agreed upon carrier or shipper.
2. Same day delivery is available in certain areas with prior arrangement with StemExpress. Please inquire with your sales representative about same day delivery availability.
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 StemExpress to the carrier or shipper at the StemExpress facility, 
4. StemExpress is not responsible for product degradation resulting from delivery delays attributed to the carrier or other reasons outside of StemExpress’ control.
5. StemExpress is not responsible for product degradation or damage resulting for international delivery delays due to customs or mishandling through the customs process.
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.
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.
8. For cryopreserved orders greater than or equal to $5,000, shipped within the United States, StemExpress requires shipping method to be in a Liquid Nitrogen (LN2) dry shipper. If Customer requests an alternate shipment method, StemExpress will not issue a refund or replace the product due to shipment conditions or delays. 
9. For cryopreserved orders shipped internationally, StemExpress requires shipping in a Liquid Nitrogen (LN2) dry shipper. If Customer requests an alternate shipment method, StemExpress will not issue a refund or replace the product due to shipment conditions or delays.
10. Any disputes with shipping couriers must be submitted by the party whose shipping account was utilized for the shipment.  

Payment:

1. Payment on products and services is to be made within 30 days of delivery of the invoice (“Net 30 terms”).
2. Invoices not paid within the Net 30 terms 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.
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.
4. StemExpress 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 StemExpress, LLC or StemExpress Foundation, respectively, based on the invoice you receive.
5. If StemExpress conditions of payment are not followed as written or if justifiable concerns exist with regard to the Customer’s ability or willingness to pay, StemExpress is entitled to deem any contract with the Customer null and void. In addition, all outstanding claims the Customer may have with StemExpress 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.

Use of Goods:

1. StemExpress products are not intended for use in human beings and are intended for research purposes only.  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 or any type of consumption or application to humans.  Please note that any use of StemExpress products for any other purpose other than intended by StemExpress use for research purposes is strictly prohibited and can result in legal ramifications. Any designation of a StemExpress product as “clinical grade” or any other designation shall not modify or alter any terms relating to the intended use of StemExpress products. If a Customer seeks to use any StemExpress products beyond the intended use for research purposes only, including for use in any clinical application, Customer must obtain written authorization from StemExpress prior to any use.
2. StemExpress 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 StemExpress products by a Customer will result in refusal of delivery and termination of any contract associated with such Customer.
3. StemExpress 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.
4. StemExpress products are not permitted for resale without written authorization from StemExpress, including derivative products.  Derivative products created by our Customers with the intent to sell such derivatives, including but not limited to, as a component of another product for resale, may only do so with express written permission granted to Customer by StemExpress prior to such resale.  If permission is granted, derivatives would be subject to additional terms and conditions.

Liability:

1. StemExpress represents and warrants that it has (1) obtained ownership rights with respect to products and that such products were provided to StemExpress with every donor’s informed consent and in compliance with all applicable laws and regulations, (2) obtained all necessary 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.
2. StemExpress represents and warrants that it has no known obligation to any third party that would interfere with StemExpress providing products to Customers.  In addition, any products that StemExpress provides to Customers are not known to be the proprietary property of any third party.
3. In no event will StemExpress 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.
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 StemExpress are in place and that the Customer will comply with all applicable guidelines, laws and regulations.
5. The Customer agrees that StemExpress’ 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 StemExpress.
6. The Customer agrees to indemnify and to hold harmless, StemExpress 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.
7. By ordering any products from StemExpress, 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.

Cancellation Policy:

1. Cancellation policy varies by product:
   • Once a purchase order or signed quotation is accepted by StemExpress for bone marrow or peripheral blood, including Leukopaks®, maternal blood, and cord blood or any products derived from the collection of such samples, cancellation of such order under 48 hours of scheduled collection will result in a 50% charge of the total purchase amount.
   • Once a purchase order or signed quotation is accepted by StemExpress for a Mobilized Leukopak® and/or Mobilized Leukopak® derivative, cancellation of such order under 2 weeks of the scheduled collection date will result in a 50% charge of the total purchase amount.
   • All orders, other than Mobilized Leukopak® derivatives, requiring cell isolation, cryopreservation or manipulation in any way by our laboratory personnel, cancelled under 48 hours of the scheduled collection, will result in a 50% charge of the total purchase amount.
   • All orders requiring StemExpress to engage in marketing efforts for donors outside of StemExpress’ current donor pool, and all orders requiring StemExpress to incur costs related to donor marketing, will be subject to a 30 day cancellation/ modification policy as described here: (i) Any cancellation or modification request made by the Customer to the original Purchase Order involving donor recruitment must be mutually agreed upon by the Customer and StemExpress in writing more than 30 days prior to the original expected completion date or the Customer will be responsible for 100% of the total cost of the original Purchase Order; and (ii) any cancellation or modification made to an order involving donor recruitment that is made within 30 days of the expected completion date will result in 100% charge of the original Purchase Order amount to the Customer.
2. StemExpress is not responsible for delayed or incomplete orders due to any conditions beyond our control, including but not limited to:
   • Donors who do not show-up for collection on a scheduled date.
   • Donors who fail to complete the collection process due to their inability to tolerate the collection procedure.
   • Donors fail to complete their mobilization injections.
   • Donors do not pass CBC eligibility on day of draw.
   • Event of force majeure, including natural disaster, weather conditions, or third-party interference.

Warranty:

1. As provided herein, StemExpress 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. StemExpress does not warrant any biological properties associated with our products.
2. StemExpress 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 in order to issue a warranty of the product. In no event shall StemExpress’ liability exceed the purchase price paid by the Customer.
3. StemExpress shall not be liable for any damages or injuries to persons or property arising from the use of its products. StemExpress 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. Storage and handling conditions are outlined on the Product Information Sheets that accompany the products. Additionally, refer to StemExpress’ “Human Primary Cell Thawing and Counting Protocol” to ensure proper handling of all cryopreserved primary cells and “Human Peripheral Blood Leukopak® Thawing Protocol” for proper thawing of a StemExpress Leukopak®. Deviations from the StemExpress thawing protocols can render the product unusable and such deviations from the StemExpress thawing protocols will not be covered by the warranty.
4. All StemExpress products are “For Research Use Only” and are neither approved for human nor veterinary treatment use in vivo.
5. StemExpress’ limited warranty for frozen and cryopreserved products shall begin at the time of transfer from StemExpress to the carrier or shipper for delivery and shall continue for one (1) year. Due in part to factors outside of StemExpress’ control, StemExpress warrants its fresh products as to their volume, cell viability, cell count, and purity, up to the time of the transfer from StemExpress to the carrier or shipper for delivery.  Fresh products should be processed immediately upon receipt.
6. For cryopreserved products, customer shall inspect the delivered products and notify StemExpress of any claims for shortages, overshipment, defects, or damages within 14 days.  Product not rejected within this 14 day window is deemed to be accepted by Customer. Other claims related to our guaranteed specifications, must be reported within 24hrs upon thawing. Customer must ship rejected product back to StemExpress – please contact StemExpress directly or your local sales representative to arrange shipment.
7. For fresh products, customer shall inspect the delivered products and notify StemExpress of any claims for shortages, overshipment, 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. Customer must ship rejected product back to StemExpress – please contact StemExpress directly or your local sales representative to arrange shipment.
8. StemExpress products are not permitted for resale without written authorization from StemExpress.

Terms of Use

Acceptance of the Terms of Use:

These terms of use are entered into by and between You and StemExpress, LLC (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.stemexpress.com, including any content, functionality, and services offered on or through www.stemexpress.com(the “Website”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.stemexpress.com/privacy-policies/, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

Changes to the Terms of Use:

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time as you access this Website so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security:

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, found at https://www.stemexpress.com/privacy-policies/, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.  You should use particular caution when accessing your account from a public or shared computer.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights:

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, except as specifically otherwise noted.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own informational or educational use and not for further reproduction, publication, or distribution.

You must not:

• Modify copies of any materials from this Website.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website.

Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademark information, including the Company’s trademarks and marks belonging to other parties, is located at  https://www.stemexpress.com/trademark-information/. Additionally, the Company’s name, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors, unless otherwise noted. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses:

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

Reliance on Information Posted:

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

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Information About You and Your Visits to the Website:

All information we collect on this Website is subject to our Privacy Policy found at https://www.stemexpress.com/privacy-policies/. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions:

All purchases through our site or other transactions for the sale of goods formed through the Website, or resulting from visits made by you, are governed by our Terms of Sale, which are hereby incorporated into these Terms of Use.

Indemnification:

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction:

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the County of Sacramento, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability:

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement:

The Terms of Use and Privacy Policy constitute the sole and entire agreement between you and StemExpress, LLC regarding the use of the Website and supersede all prior and contemporaneous understandings, agreements, or representations regarding the Website.