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TERMS AND CONDITIONS OF SALE

  1. In these Terms and Conditions, “Seller” shall mean JangoCell, LLC, and “Buyer” shall mean the person, company, or other legal entity that orders or buys Products or Services from Seller, and their respective successors and/or assigns. All sales orders are accepted subject to the following Terms and Conditions, except where otherwise agreed in writing and signed by an authorized representative of Seller. These Terms and Conditions shall take precedence over any other Terms and Conditions and acceptance of an order does not constitute recognition of any other Terms and Conditions. Seller’s failure to enforce any one of the terms and conditions contained herein does not represent a waiver of any other terms and conditions, nor a waiver of Seller’s right to strictly enforce such terms and conditions thereafter. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, it should not alter or affect the validity, legality, and enforceability of the remaining provisions. This Agreement shall be binding upon, inure to the benefit of, and enforceable by, the parties hereto, and their respective heirs, personal representatives, successors, and assigns.
  2. In these Terms and Conditions, “Product” shall mean any tangible product sold, including custom cell products, and “Services” shall mean any custom services performed by Seller or the results thereof, including data generated through such services.
  3. All Product prices quoted are for stock items including standard packing and excluding sales tax, unless specified otherwise in writing. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee, or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and the Buyer shall be paid by the Buyer in addition to the prices quoted or invoiced, including reimbursement for any tax, fee, or charge the Seller is required to pay. Buyer may claim a sales tax exemption only if they provide a valid, signed certificate or letter of exemption for each respective jurisdiction acceptable to the authority imposing the tax, fee, or charge, at the time the order is submitted.
  4. All prices quoted or given on the website are in USD and subject to change without notice. Seller may increase the price of Products to cover an increase in Seller’s costs due to any factor (such as, without limitation, any foreign exchange fluctuations, currency regulation, alteration of duties, significant increase in the costs of labor materials or other costs associated with manufacture), and change in delivery dates, quantities, or specifications by the Buyer, or delay caused by instructions from the Buyer, or failure by the Buyer to give adequate instructions or information to Seller. Seller guarantees written quotations for 24 days. Quotes do not guarantee a discounted price.
  5. Under these Terms and Conditions, Seller agrees to supply Products and Services at their written quotation price. The descriptions, illustrations, and specifications provided by Seller on the website and in their literature are as accurate as possible at the time of printing, however Seller reserves the right to make changes at any time, such as when designs and specifications are improved. Products and Services conforming to the latest designs and specifications may be supplied by Seller and the Buyer shall have no claim with respect to any discrepancies between the Products and Services supplied and those described in illustrations or specifications as long as the Products and Services are of comparable quality.
  6. Products will be delivered F.O.B. destination within the continental U.S. Products will be shipped by the most appropriate ground transportation to the destination specified by the Buyer. If Buyer requests air transportation and/or special handling the cost of such transportation shall be solely the responsibility of the Buyer. Seller has the right to make partial shipments of the Products as it sees fit, and to invoice each shipment separately. Orders in progress may be canceled or changed only with Seller’s written consent. Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law) to be applied at Seller’s sole discretion. Buyer must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.
  7. Time and date estimates for delivery of Products and Services are estimates only and not contractual obligations. Times therefore will not be of the essence of the contract and providing that Seller delivers Products or Services in a reasonable time period (considering all the circumstances), the Buyer will be bound to accept delivery and shall not be entitled to repudiate the contract or claim damages in respect of late delivery.
  8. If a cancellation request is made after 48 hours of order placement but within the product lead time specified, Seller at its own discretion may request and Buyer agrees to pay, a 20% fee.
  9. Seller warrants that the Products and Services will correspond with their specifications at the time of delivery and will be free from defects in material and workmanship, subject to the following conditions:
    1. Seller shall not be liable with respect to any defect arising from any specifications or custom requests supplied by the Buyer.
    2. Seller shall not be liable with respect to any defect arising from normal wear and tear, willful damage, negligence, abnormal working conditions, failure to follow Seller’s instructions (whether oral or in writing), misuse, alteration, or repair of the Products without Seller’s written approval.
    3. Buyer is not eligible for a replacement or refund if cells are refrozen, or if anything other than Seller’s suggested protocol was used during the culture process.
    4. Seller shall not be liable under the above warranty (or any other warranty, condition, or guarantee) if the total price for Products and Services has not been paid in full by the due date for payment.
    5. Parts, materials, or equipment not manufactured by Seller are not covered under the above warranty, and the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Seller.
    6. Seller may, at their own discretion, furnish technical assistance and information with respect to Seller’s Products. SUBJECT TO THE EXPRESS PROVISIONS IN THESE CONDITIONS, ALL WARRANTIES, CONDITIONS, OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SELLER OR SELLER’S AUTHORIZED REPRESENTATIVE. ANY SUGGESTIONS BY SELLER REGARDING USE, SELECTION, APPLICATION, OR SUITABILITY OF THE PRODUCTS AND SERVICES SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN WRITING SIGNED BY SELLER OR SELLER’S AUTHORIZED REPRESENTATIVE; THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE PROVISIONS OF THESE TERMS AND CONDITIONS OF SALE.
    7. Seller makes no warranty that the use or sale of the Products and Services delivered under will not infringe the claims of any United States or other patents covering the Products and Services or its use in combination with other Products and Services or in the operation of any process.
    8. SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE FREEDOM OF CUSTOM PRODUCTS AND SERVICES FROM CLAIMS OF INFRINGEMENT BY A THIRD PARTY ARISING FROM TRADEMARK, PATENT, OR OTHER PROPERTY RIGHTS IN SUCH PRODUCTS AND SERVICES.
    9. Any Buyer claim based on any defect in the quality or conditions of the Products or their failure to correspond with specification shall (whether or not delivery was refused by the Buyer) be notified to the Seller in writing within seven (7) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify Seller accordingly, the Buyer shall not be entitled to reject the Products and Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract.
    10. WHERE ANY VALID CLAIM IN RESPECT OF ANY OF THE PRODUCTS WHICH IS BASED ON ANY DEFECT IN THE QUALITY OR CONDITION OF THE PRODUCTS OR THEIR FAILURE TO MEET SPECIFICATION IS NOTIFIED TO SELLER IN ACCORDANCE WITH THESE CONDITIONS SELLER SHALL BE ENTITLED TO REPLACE THE PRODUCTS (OR THE PART IN QUESTION) FREE OF CHARGE OR, AT SELLER’S SOLE DISCRETION, REFUND TO THE BUYER THE PRICE OF THE PRODUCTS (OR A PROPORTIONATE PART OF THE PRICE), BUT SELLER SHALL HAVE NO FURTHER LIABILITY TO THE BUYER.
    11. SELLER SHALL NOT BE LIABLE TO THE BUYER BY REASON OF ANY REPRESENTATION, OR ANY IMPLIED WARRANTY, CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW, OR UNDER THE EXPRESS TERMS OF THE CONTRACT, FOR ANY CONSEQUENTIAL LOSS OR DAMAGE (WHETHER FOR LOSS OF PROFIT OR OTHERWISE), COSTS, EXPENSES OR OTHER CLAIMS FOR CONSEQUENTIAL COMPENSATION WHATSOEVER (AND WHETHER CAUSED BY SELLER’S NEGLIGENCE, OR THE NEGLIGENCE OF SELLER’S EMPLOYEES OR AGENTS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THE SUPPLY OF THE PRODUCTS OR THEIR USE OR RESALE BY THE BUYER, EXCEPT AS EXPRESSLY PROVIDED IN THESE CONDITIONS.
    12. Seller shall not be liable to the Buyer or be deemed in breach of contract by reason of any delay in performing, or any failure to perform, any of Seller’s obligations in relation to the Products and Services, if the delay or failure was due to any cause beyond Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Seller’s reasonable control:
      1. Act of God, explosion, flood, tempest, fire, or accident;
      2. War or threat of war, sabotage, insurrection, civil disturbance or requisition;
      3. Acts, restrictions, regulations, laws, prohibitions, or measures of any kind on the part of any governmental or local authority;
      4. Import or export regulations or embargoes;
      5. Strikes, lockouts, or other industrial actions or trade disputes (whether involving Seller’s employees or the employees of a third party);
      6. Difficulties in obtaining raw materials, labor, fuel, parts, or machinery;
      7. Power failure or breakdown in machinery;
      8. Pandemic or epidemic
    13. if any such event continues for longer than 60 days, either party may terminate the order at no cost with written notification.
    1. Seller shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in shipment, or in performing or any failure to perform, any of Seller’s obligations in relation to the Products if the delay or failure was due to unforeseeable or unanticipated delay by the original manufacturer or third-party supplier of the Product(s).
    2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SECTION 8 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE PRODUCT(S) AND SERVICES GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS AND SERVICES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE EVEN IF SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER’S GROSS NEGLIGENCE. All claims must be brought within one (1) year of shipment, regardless of their nature. If Seller manufactures custom Products or performs custom Services for the Buyer based on instructions, specifications, or other directions provided by the Buyer, Seller shall not be liable for the lack of sufficiency, FITNESS for purpose or quality of the Products and Services to the extent attributable to such instructions, specifications, or other directions. Seller shall not be liable for any loss, damage, or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Seller’s reasonable control.
    3. If Seller is unable for any reason to supply the total demands for Products specified in the Buyer’s order, Seller may allocate its viable supply among any or all Buyers on such basis as Seller may deem fair and practical, without liability for any failure of performance which may result therefrom.
    4. Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer or third-party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the original manufacturer or third-party supplier, to the extent such assignment is allowed by such original manufacturer or third-party supplier.
    5. Payment shall be made at time of order unless other written terms have been agreed upon. Should any arrangement exist to accept credit transfers (electronic transfers) or checks as payment, any interest, bank charges or the like are the responsibility of the Buyer. If Shipping and Handling charges are quoted or invoiced, they will include charges in addition to actual FREIGHT COSTS, including but not limited to dry ice charges. Seller reserves the right, at its discretion, to determine the exact method of shipment. Delivery of the Products to the carrier at Seller’s shipping point shall constitute delivery to the Buyer and the Buyer shall bear all risk of loss or damage in transit.
    6. Any agreements, warranties or offers made by Seller’s representatives or agents are not binding unless and until they have been confirmed in writing by Seller.
    7. Seller reserves the right to sub-contract all or any part of any order as Seller deems necessary.
    8. The Buyer assumes responsibility that Products stipulated by them are suitable for their purpose, and Seller does not undertake to take back to stock for credit or otherwise, any unwanted or surplus Products or materials which Buyers may have on their hands.
    9. Notification of alleged loss or damage in transit must be made to Seller within three (3) days of delivery. In the case of non-delivery, notification must be made to Seller in writing within seven (7) days after receipt of Seller’s invoice and Seller will entertain no claims unless time limits are complied with.
      1. The Buyer must obtain the written approval of Seller prior to returning Products for whatever reason and Seller reserves the right to levy a handling charge. Freight and insurance for the return will be the responsibility of the Buyer.
      2. The Buyer is responsible for ensuring that Products supplied or returned to Seller are free from biological and chemical hazard. Seller reserves the right to refuse to accept Products which in its view present a hazard to its employees which are without a signed certificate to the effect that effective disinfection/decontamination has been carried out.
    10. Seller reserves the right to charge for specifications or protocols prepared for the execution of orders and to refuse to accept a cancellation of orders for Products and Services of special design or manufacture (custom Products or custom Services) as to which Seller shall be the sole judge. The copyright of such specifications or protocols shall remain the property of Seller.
    11. Seller reserves the right if necessary, to over or under deliver up to 15% and to charge pro rata on special manufactures (custom Products or custom Services).
      1. Notwithstanding delivery and the passing of risk in the Products or any other provision of these conditions title to the Products shall remain with Seller until payment of the whole of the price thereof has been received by Seller. Checks or money orders must be made payable to Seller. Payment shall be treated as received by Seller when its bank account is irrevocably credited with the amount in question. When payment is made at time of order, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the carrier.
      2. Until title to the Products transfers to the Buyer in accordance with the provisions aforesaid:
        1. The Buyer’s possession of the Products shall be that of Seller’s Bailee.
        2. The Buyer shall keep the Products identifiably separate from any other property in the Buyer’s possession.
        3. The Buyer shall keep the Products properly stored, protected, and insured.
    12. Until title to the Products transfers to the Buyer in accordance with the provisions aforesaid, Seller may at any time, whether or not the terms of any agreed credit has expired, require the Buyer (at the Buyer’s own expense) to return the Products forthwith to Seller at Seller’s head office or at such other place as Seller may reasonably require. In the event of the Products being returned to Seller under this sub clause, Seller will repay any part of the price already received by it less the amount of any other claim Seller may have against the Buyer under this or any other contract or otherwise.
    13. Buyer shall pay all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder.
  10. Where Products are at the Buyer’s request made and supplied by Seller other than to Seller’s own specification, Seller accepts no liability whatsoever for infringement or alleged infringement of any patents, registered designs, Intellectual Property or similar right in respect therefore and the Buyer will indemnify Seller against such claims on a full indemnity basis.
  11. Seller’s Products and Services are intended for laboratory RESEARCH purposes only and are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, ex vivo or in vivo therapeutic uses, in foods, drugs, medical devices or cosmetics for humans or animals. ANY USE OF SELLER’S PRODUCTS OR ANY MODIFICATION OF SELLER’S PRODUCTS FOR COMMERCIAL PURPOSES IS STRICTLY PROHIBITED WITHOUT SELLER’S PRIOR WRITTEN CONSENT. THE BUYER MUST CONTACT SELLER FOR APPROVAL FOR ANY OTHER INTENDED USAGE INCLUDING BUT NOT LIMITED TO THE MANUFACTURING OF PRODUCTS FOR COMMERCIAL PURPOSES. The Buyer acknowledges that the Products have not been tested by Seller for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use. The Buyer realizes that, since Seller’s Products are intended for research purposes only, they may not be on the Toxic Substances Control Act (TSCA) inventory. The Buyer assumes responsibility to assure that the Products purchased from Seller are approved for use under TSCA, if applicable.
  12. Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent company, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives, or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller’s compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product; (v) modifications of a Product by anyone other than Seller without Seller’s prior written approval; or (vi) Buyer’s breach of these Terms and Conditions.
  13. Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Seller or contained in documents (collectively “Items”), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”) which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or Buyers. By reviewing Seller’s Terms and Conditions, Buyer represents they are not in a sanctioned country nor are they an individual or an entity whose access to this website is restricted by U.S. export laws, rules, treaties, regulations, and international agreements.
  14. The Buyer represents and warrants that it shall use all Products and Services ordered herein in accordance with the intended use of the Products and Services as indicated from the description, specifications, or instructions associated with the Products and Services, and that any such use of Products and Services will not violate any law or regulation. The Buyer shall notify Seller in writing within fifteen (15) days of the Buyer’s receipt of knowledge of any accident, or incident involving Seller’s Products or Services which results in personal injury or damage to property, and the Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports, and tests made by the Buyer or made available to the Buyer by others. The furnishings of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.
  15. Products and Services sold by Seller are intended solely for the use(s) specified by the manufacturer and are not to be used for any other purposes. Buyer warrants and represents that it will properly test, use, and, to the extent authorized, manufacture, and market any final articles made from Seller’s Products and Services in accordance with the practices of a reasonable person who is an expert in the field, and in strict compliance with all applicable national, state, and local laws and regulations. Buyer acknowledges and understands that the purchase of Products and Services only conveys to Buyer the non-transferable right for only the Buyer to use the Products and Services purchased in compliance with the applicable manufacturer’s Published Restricted User Statement, Limited User Statement, Limited License, if any. All such statements or licenses are incorporated by reference herein and in any Order as if set forth therein in their entirety. Buyer is solely responsible for conducting any research necessary to learn the hazards involved for any of its intended uses of the Products and Services purchased from Seller and to properly warn its Buyers, employees, and other personnel who may be exposed to such Products of any risks involved in using or handling the Products.
  16. Seller and Buyer are independent third parties to each other and neither is an agent nor owes any duty of care to the other.
  17. The trademarks, logos, and service marks (collectively, the “Trademarks”) used or mentioned on this site are registered and unregistered trademarks of Seller (JangoCell, LLC) and other third parties and are legally protected. Be aware that certain Product names are trademarks, even if not specifically mentioned. Nothing on this site should be construed as granting, by implication, estoppels or otherwise, any license or right in or to the Trademarks without the express written permission of Seller or Seller’s authorized representative, or such other third party. Buyer’s misuse of the Trademarks on this site and in its conditions, is strictly prohibited.
  18. As between the parties, Seller shall retain all right, title and interest in and to the Products, including all modifications, derivative works or improvements, and all related intellectual property rights.
  19. Any contract of sale entered into by and between the parties resulting from Buyer’s order shall be solely and exclusively governed, construed, and enforced in accordance with the laws of the State of Wisconsin, to the exclusion of all other states’ laws. Any and all disputes of any kind, at any time, shall be adjudicated solely and exclusively in the State Courts of Dane County, Wisconsin, to the exclusion of all other state and federal courts, and the parties do hereby agree to submit to the personal jurisdiction and venue of the State Courts of Dane County, Wisconsin without exception.
  20. Buyer may not assign its rights or delegate its obligations under these Terms without Seller’s prior written consent. Seller may assign its rights under this Agreement. Any purported assignment in violation of this section will be void.
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