TERMS AND CONDITIONS OF SALE
Stemnovate provides drug discovery solutions, especially for preclinical research. We value your business, and our goal is to make your customer journey as convenient as possible. You can contact us with your specific queries and information about the quotation or ordering process at “info@stemnovate.co.uk” or the contact us section of our website. Unless otherwise expressly agreed in writing, your purchase of products is subject to the following terms and conditions:
Agreement Terms
- These terms and conditions (“Terms”), our quotation (if any), and Additional Terms, if any, comprise the agreement (“Agreement”) between you and Stemnovate Limited.
- The Agreement between us is effective upon your receipt of an email confirmation that we have accepted your order.
Price
- The prices are provisional and may change at any time without notice. Prices we quote you are valid for 30 days unless we state otherwise in writing. If no price has been specified or quoted to you, the price will be the product price on stemnovate.co.uk in effect at the time we accept your order.
Taxes and Fees
- Our product prices are exclusive of any taxes (including VAT), duties, levies, or other government fees that may apply to your order. It is the customer's responsibility to pay the applicable taxes. These will be added to your invoice unless you provide a valid exemption, a signed certificate, or a letter of exemption for each respective jurisdiction.
Delivery Fees; Freight Policy
- You are also responsible for standard delivery and handling charges, if applicable, and our product prices are exclusive of such charges. If we arrange shipment, all costs incurred will be added to your invoice in accordance with our freight policy.
Cancellation and Changes
Once you have placed your order, you cannot cancel or change it without our written consent.
Payment Terms
We will invoice you for the product price and all other charges due upon shipment. Payments for cell products are due at the time of shipment, and unless we have agreed otherwise in writing, you will pay us within 30 days of your receipt of the invoice.
Payment changes
Every order is a unique transaction; payment changes are not permitted. The payment can be a full or partial advance payment, as agreed in the sales order. You may be required to provide security to our satisfaction before shipment. The payment mode and currency are specified in our invoice to you.
Late Payment
We hold the right to charge for late payments. These will be calculated as interest on the sums due from the payment due date until you make payment in full, at the rate specified in the invoice, including legal costs. Product delivery can be stopped, or shipments can be withheld in whole or in part, if payment terms are not met or if there is a breach of this agreement.
Delivery
The shipment is ensured to the destination specified in your order. As per the terms of this agreement, you (i) give your consent to Stemnovate to arrange for mode and carriage deemed suitable on your behalf; unless specified and agreed. The shipment date will be communicated and is approximate only. The shipment may be subject to change due to factors beyond our control, such as government policy, customs, or weather, and we are not liable for any loss or damage resulting from any delay in delivery. The delivery delay cannot be refused because of such delay.
Risk of Loss
The shipment will be ensured through a third party. All due diligence, shipment documentation, and appropriate packaging will be ensured and insured in accordance with the shipper’s policy. You are liable for any insured delivery costs and the risk of loss if such costs are not agreed upon.
Return and Shortages
A product return can occur only for non-conformity, such as damage or defect on receipt, and must be pre-authorized. The return of any product must be made within a week of receipt. The company reserves the right to request the customer to provide proof that any damage or defect notified has not been caused by a failure to adhere to product handling at receipt or by the shipment company responsible for handling, storing, or delivering. After 7 days, if no return claim has been made, the sale and delivery are deemed complete, and the warranty rights remain as per the product information sheet.
Return Policy
The product can only be returned at our discretion. The customer must ensure the product arrives in a condition satisfactory for resale. The customer will be responsible for all costs and shipping charges in the scenario of return without our prior consent.
Warranties
Limited Warranties for Cell and associated products.
The customer must adhere to the conditions of purchase and use policy. We warrant that each product will meet its specifications as set out in the product information sheet. Product use and expiry information must be adhered to under all circumstances. During the applicable warranty period only, for products not meeting our warranty, we agree to repair or replace the non-conforming product or provide replacement as reasonably necessary to comply with our warranty obligations, subject to the return policy. The customer must not return any product without prior arrangement and remains responsible for risk assessment AND OR biohazard decontamination.
Intellectual Property
STEMNOVATE LIMITED owns all intellectual property rights relating to our products and services. Our sale of products to you grants only a limited, non-transferable right under our intellectual property to use the quantity of products purchased from us for internal research purposes only. Customers are not allowed to transfer, distribute, or resell our products or any of their components, modify, change, remove, cover, or otherwise obscure any of our brands, trade or service marks on the products unless expressly permitted by us in writing.
We give no rights to use our products in any commercial application, including manufacturing, quality control, commercial services for a fee, or in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals.
For commercial use, you must contact out-licensing and adhere to the agreement or obtain additional rights.
Custom product and services
We exclusively own all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, software, or other results that are conceived, developed, discovered, reduced to practice, or generated for a custom product manufacture or service. You agree to transfer and assign to us all your right, title, and interest in and to any joint intellectual property. At our request and expense, you will help us secure and record our rights to such intellectual property.
Intellectual Property Infringement
We are a customer-focused company and take necessary steps to avoid claims of intellectual property infringement. If there is infringement, we reserve the right to hold our IP, and the customer must secure the right to continue using the product. We may request the return of the product. The refund will be processed in accordance with the product's unique IP policy.
Custom Product and Services
Stemnovate ensures professional competence for product development and delivery, including services. The company reserves the right to hold product or service manufacture or delivery, which includes design, development, or manufacture at any stage of the process if it is deemed a risk or hazard to health and safety to employees or the environment, or if the product is impractical, or if it cannot be completed within the agreed budget.
By submitting an order for a custom product, you (a) have given us all information you know of regarding any biological, radiological, and chemical hazards associated with the handling, transport, exposure to, or other use of the materials you supply to us; and (b) have the requisite rights, including but not limited to any necessary intellectual property rights, to instruct manufacture of such product.
Export Restrictions
All products, technology, technical information, and documentation are subject to export controls in the UK, EU, US, and other countries.
Export Controls
The export controls may include, among others, licenses for the export of Items from the United Kingdom and their re-export from other countries.
Compliance
The customer must comply with the international trade policy and all other applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any Item. It is the customer's responsibility to obtain the required license from the appropriate UK government agency for (a) export, re-export, distribute, or import products.
Prohibition
The customer is prohibited under all circumstances from exporting, selling, or distributing items to (a) any restricted or embargoed country or to a person restricted by the UK government. OR any person or entity who is involved in improper development or use of nuclear weapons or of chemicals/biological weapons, or missiles, or in terrorist activities.
Audit
The customer acknowledges to cooperate fully with Stemnovate team for any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and will indemnify and hold us harmless from, or in connection with, your or your consultants’, agents’, or employees’ violation under this agreement.
Usage Policy
The customer must use our products in accordance with the product instructions provided by Stemnovate. The customer must comply with the country's laws, regulations, and governmental policies. It is the customer's responsibility to obtain all necessary approvals and permissions, and to ensure suitability for the intended use.
Limitations and Exclusions of Liability
We will not be responsible or liable for failing to perform our obligations under the Agreement to the extent caused by circumstances beyond our reasonable control.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ALL COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE AGREEMENT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ALL COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE AGREEMENT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Confidentiality
Under all circumstances, the confidentiality of any non-public technical information, commercial information (including prices, without limitation), or instructions (including any data, sequences, software) received from us, including those resulting from discussions, negotiations, and other communications between us in relation to our products or services.
Notices
Any notice or communication required or permitted under these Terms must be in writing. No waiver or change is permitted unless agreed in writing by both parties.
Governing Law
The interpretation, construction, and effect of this Agreement shall be governed and construed in all respects in accordance with the laws of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the English Courts.