General Terms:

1. These outlined conditions regarding sale and delivery from StemExpress, LLC and StemExpress Foundation “StemExpress” apply to all contracts of supply between StemExpress and our clients.
2. The Client is deemed to agree to these conditions of sale and delivery upon acceptance of the good or goods supplied.
3. Any rights awarded to the Client 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 Client’s conflicting purchase conditions must be confirmed in writing by StemExpress.
5. This Agreement constitutes the entire and exclusive agreement between the parties.
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 costs, including the reasonable attorney fees and professional fees, incurred in connection with such proceeding.
8. Any donor information obtained by StemExpress is privileged, and StemExpress treats donor information as confidential in order to preserve the anonymity of the donor.  StemExpress will provide Researcher 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 weight of the package and the shipping options.  Please contact StemExpress directly for current shipping and handling prices.

Delivery:

1. All orders are shipped via 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 certain areas with prior arrangement with StemExpress. Please inquire with your sales representative about same day delivery availability.
4. All deliveries take place at the Client’s risk.  The transfer of risk occurs on the handing over of the goods to the carrier or shipper, even where StemExpress is providing courier service.  The course of delivery method is at the discretion of StemExpress with exclusion of any and all liability.

Payment:

1. Payment on goods is to be made within 30 days of delivery of the invoice.
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 US currency in the form of company checks, cashier checks, money orders, and VISA or MasterCard payments.  Credit card fees apply. All funds must be able to be withdrawn from a US 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 complied to, or if justifiable concerns exist in regard to the Client’s ability or willingness to pay, StemExpress is entitled to deem any contract with the Client null and void. In addition, all outstanding claims the Client 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, and default of payment for any other reason.

Use of Goods:

1. All products received from StemExpress are intended exclusively for in vitro use only.  These products are not intended for use on human beings. Please note that any use of StemExpress products for any purpose other than intended including use for therapeutic or diagnostic purposes will result in legal ramifications.
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 client will result in refusal of delivery and termination of any contract associated with this client.
3. StemExpress opposes any research in violation of any ethical, legal, or governmental standards within the United States and the import countries of our clients.  We do not accept any liability for such research or use by our clients.

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 clients from using them in any commercial pharmaceutical 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 obligation to any third party that would interfere with StemExpress providing products to clients.  In addition, any products that StemExpress provides to clients are not the proprietary property of any third party.
3. In no event will StemExpress be liable to a client or anyone else for any damages or injury resulting from the use or misuse of our products, nor for any action taken by a client relying on information, either verbal or written, from any source.
4. The Client 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 Client purchased from StemExpress.
5. The Client 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.
6. By ordering any products from StemExpress, the Client acknowledges the above terms, conditions, and disclaimers, included but not limited to the above disclaimers and any additional warnings and cautions. The Client agrees to carefully abide by these terms, conditions, and disclaimers.

Cancellation Policy:

1. Our cancellation policy varies by product:
   • Once a purchase order is accepted by StemExpress for peripheral blood or bone marrow, including Leukopaks, maternal blood, cord blood and bone marrow or any products derived from the collection of such samples, cancellation of such order under 48 hours of scheduled collection will be charged 50% of the total order cost.
   • Once a purchase order is accepted by StemExpress for a Mobilized Leukopak and/or Mobilized Leukopak derivative, cancellation of such order under 2 weeks of scheduled collection will result in a charge of 50% of the total order cost.
   • All orders requiring cell isolation, cryopreservation or manipulation in any way by our laboratory personnel, cancelled under 48 hours of scheduled collection, will result in a charge of 50% of the total order cost.

2. StemExpress is not responsible for orders due to the following conditions beyond our control:
   • 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.
3. All direct international orders are subject to these Terms & Conditions.

Warranty:

1. StemExpress warrants that our products will meet the Acceptable Range as claimed on the Certificate of Analysis, such as viability, number of viable cells, and purity. StemExpress does not warrant any biological properties associated with our products.
2. StemExpress will replace any product validated 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 free of charge, or refund the purchase price. In no event shall StemExpress’ liability exceed the purchase price paid by the Client.
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. Storage and handling conditions are outlined on each Product Information Sheet. 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 In Vitro Research Use Only” and are neither approved for human or veterinary use in vivo.
5. StemExpress’ limited warranty has a one-year period starting from the time of shipment for all frozen and cryopreserved products. All fresh products should be processed immediately upon receipt.
6. StemExpress products are not permitted for resale without written authorization from StemExpress.