Terms and Conditions

TERMS AND CONDITIONS OF SALE
Date: October 21, 2026

1. General
These Terms and Conditions of Sale (“Terms”) govern all quotations, orders, purchases, shipments and sales of products and services supplied by CellBio Scientific Intermediate LLC, operating under the CellBio Scientific brand (“CellBio,” “Seller,” “we,” “us,” or “our”). “Buyer” means the person or organization purchasing from CellBio. By placing an order, accepting a quotation or receiving products, Buyer agrees to these Terms. Conflicting terms in Buyer documents do not apply unless accepted in writing by CellBio.
2. Entire Agreement
These Terms, together with accepted quotations and applicable product-specific written terms, constitute the agreement between Seller and Buyer and supersede prior communications concerning the transaction. Amendments must be agreed in writing by authorized representatives.
3. Research Use Restrictions
Unless expressly stated otherwise, all human tissue, FFPE blocks, slides, biological specimens, reagents and related products are FOR RESEARCH USE ONLY (RUO), not for clinical diagnosis, therapy, transplantation or direct administration to humans or animals. Buyer must comply with applicable laws, institutional approvals and laboratory requirements. Buyer may not attempt donor re-identification or resell or transfer products without written authorization.
4. Human Biological Specimens
Human specimens may include normal, diseased, cancerous and matched adjacent tissues. CellBio endeavors to source materials in compliance with applicable laws and ethical requirements. Donor and specimen characteristics, histology, IHC results and supporting records can vary and may be incomplete. No particular research outcome, biomarker expression or experimental performance is guaranteed. Buyer must determine suitability for its research.
5. Product Information and Availability
CellBio makes reasonable efforts to provide accurate descriptions, specifications and inventory information. Specimens may be unique or limited in quantity. Availability is confirmed during order processing. Seller may correct errors and decline or cancel orders affected by inaccuracies, subject to applicable law.
6. Prices, Taxes and Payment
Prices are in US dollars unless specified otherwise and exclude applicable taxes, shipping, duties and handling. Quotations are valid for 30 days unless stated otherwise or withdrawn before acceptance. Online orders may require payment at checkout. Approved accounts may receive net-30 terms. Overdue amounts may accrue interest at 1.5% monthly or the maximum lawful rate, whichever is lower.
7. Order Acceptance
Order submission is not acceptance. Seller may verify availability, payment, regulatory compliance and shipping eligibility before accepting. If Seller cancels a paid order before fulfillment, the applicable amount will be refunded.
8. Cancellation
Cancellation requests must be made in writing before shipment. Where disclosed and legally permitted, accepted cancellations may incur a fee up to 15% of the order value. Custom-prepared, reserved or specially sourced specimens may become non-cancellable once processing begins.
9. Shipping and Risk of Loss
Products will be packed and transported using methods appropriate to their characteristics. Buyer bears agreed shipping, handling, customs and duty charges. Delivery terms and passage of risk are as stated in the accepted order or quotation; if not specified, they must be confirmed in writing before shipment. Buyer must promptly inspect and properly store delivered products.
10. Inspection and Acceptance
Buyer should report shipment damage, shortages, incorrect items or apparent nonconformity in writing within 30 days of receipt; temperature excursions and compromised specimens should be reported immediately. Preserve packaging and supporting evidence. Statutory rights and express warranties remain unaffected.
11. Returns and Credits
Biological products generally cannot be returned without written authorization and an RMA. For confirmed nonconformity or fulfillment errors, Seller may provide a replacement, credit or other agreed remedy, subject to applicable law. Requests for product credit should be submitted within 60 days of receipt. Refunds for correctly supplied goods are not ordinarily offered except where legally required.
12. Warranty
Seller warrants that products materially conform to expressly stated specifications at shipment, subject to product-specific limitations. Biological variability and experimental outcomes are not warranted. To the extent permitted by law, all other warranties, including merchantability, fitness for a particular purpose and non-infringement, are disclaimed.
13. Intellectual Property
Purchase provides a limited, non-exclusive right to use products for authorized internal research. No ownership in Seller trademarks, proprietary technologies, databases, patents or documentation transfers. Product-specific license restrictions may apply.
14. Technical Data
Histology images, IHC results, pathology observations and specimen metadata are provided for research reference, based on information available to Seller. They may be incomplete or derived from third-party records. Buyer is responsible for independent validation where appropriate.
15. Biosafety and Compliance
Buyer must follow all applicable biosafety, handling, storage, disposal, export and institutional rules. Unless explicitly warranted otherwise, human materials are not guaranteed free of infectious agents or biological hazards. Buyer must apply suitable laboratory precautions.
16. Confidentiality and Privacy
Buyer must protect Seller confidential information and use de-identified donor-associated information only for authorized research. Buyer must not attempt to identify specimen donors. Personal information collected during ordering is governed by the applicable CellBio privacy policy.
17. Assignment
Buyer may not assign its rights or obligations under this Agreement without Seller’s prior written consent, subject to applicable law.
18. Indemnification
To the extent permitted by law, Buyer will indemnify Seller and its personnel against third-party claims arising from Buyer’s unlawful use, mishandling, unauthorized redistribution or violation of regulatory obligations, except to the extent caused by Seller’s negligence, willful misconduct or other non-excludable liability.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA OR RESEARCH OPPORTUNITIES. SELLER’S AGGREGATE LIABILITY FOR A PRODUCT OR SERVICE SHALL NOT EXCEED THE AMOUNT BUYER PAID FOR THAT PRODUCT OR SERVICE. NOTHING EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.
20. Force Majeure
Seller is not liable for performance delays caused by circumstances beyond its reasonable control, including natural disasters, epidemics, transportation interruptions, government actions, labor disputes or supply shortages.
21. Governing Law and Jurisdiction
The governing law and exclusive or non-exclusive forum for disputes must be confirmed by CellBio Scientific Intermediate LLC before publication. No jurisdiction is designated in this draft. The UN Convention on Contracts for the International Sale of Goods is excluded to the extent legally effective.
22. Non-Waiver and Severability
Failure to enforce a provision is not a waiver. If a provision is unenforceable, the remaining provisions remain effective to the extent permitted by law.
23. Changes to Terms
Seller may revise these Terms by publishing an updated version with an effective date. Unless otherwise agreed or required by law, revisions apply to orders placed after the effective date.
24. Contact
CellBio Scientific Intermediate LLC (CellBio Scientific). Website: www.cellbioscientific.com. For order or legal inquiries, use the contact information published on the official website.
Research Use Only. Not for use in diagnostic or therapeutic procedures.