Terms & Conditions
Terms of Sale
A. General Terms:
A.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").
A.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.
A.3 Any rights awarded to the Customer arising during business with StemExpress are not transferable.
A.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.
A.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. The 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.
A.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.
A.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.
A.8 Any donor information obtained by StemExpress is privileged. StemExpress treats donor information as confidential to preserve the anonymity of the donor. StemExpress will provide Customer with only minimal and non-privileged information regarding donors.
B.1 StemExpress prices are subject to change without prior notice. Please contact us to confirm current pricing with StemExpress.
B.2 Unless explicitly noted on the sales quotation all shipping & handling charges should be considered “estimated or pre-pay & add” and 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.
B.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.
B.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.
B.5 International shipping will be through Customer’s own shipping account.
C.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. It is important for the Customer to understand FedEx Priority shipping delivery times may vary by location and StemExpress is not liable for late deliveries from any courier.
C.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.
C.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.
C.4 StemExpress is not responsible for product degradation resulting from delivery delays attributed to the carrier or other reasons outside of StemExpress’ control.
C.5 StemExpress is not responsible for product degradation or damage resulting for international delivery delays due to customs or mishandling through the customs process.
C.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.
C.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.
C.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.
C.9 For cryopreserved orders shipped internationally, StemExpress recommends shipping in a Liquid Nitrogen (LN2) dry shipper for all orders greater than $5000 in value and requires LN2 tanks for cryopreserved/frozen leukopak shipments. If Customer requests an alternate shipment method, StemExpress will not issue a refund or replace the product due to shipment conditions or delays.
C.10 Any disputes with shipping couriers must be submitted by the party whose shipping account was utilized for the shipment.
D.1 Payment on products and services is to be made within 30 days of delivery of the invoice ("Net 30 terms").
D.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.
D.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.
D.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.
D.5 If StemExpress conditions of payment are not followed as written or if justifiable concerns exist regarding 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.
E. Use of Goods:
E.1 StemExpress “research use” 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 “research use” products for any other purpose other than intended by StemExpress use for research purposes is strictly prohibited and can result in legal ramifications. StemExpress “Clinical” labeled product(s) can be used for further manufacturing, i.e. allogeneic therapy, with appropriate contract and Quality Agreements in place to ensure adequate oversight and management of materials by end-users. Furthermore, any designation of a StemExpress product as “Clinical” 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 “research use” 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.
E.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.
E.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.
E.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.
F.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.
F.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.
F.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.
F.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.
F.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.
F.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.
F.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.
G. Cancellation Policy:
G.1 Cancellation policy varies by product, please see the table below:
|Type||Cancellation/Change Timeframe||Payment Due|
|Pre-Clinical Normal Peripheral Blood – Whole blood, Leukopaks, Serum, Plasma|
|Pre-Clinical – Cell Isolation||Cancellation/Change policy quoted by project||Cancellation/Change policy quoted by project|
|Pre-Clinical – Fresh||Within 2 Business Days of scheduled collection||100% of scheduled product cost|
|Pre-Clinical – Cryo (prospective collections)||Within 2 Business Days of scheduled collection||100% of scheduled product cost|
|Clinical Normal Peripheral Blood – Clinical Whole blood, Clinical Fresh Leukopaks|
|Clinical – Cryo||Within 20 Business Days of scheduled collection||100% of scheduled product cost|
|Clinical – Fresh||Within 20 Business Days of scheduled collection||100% of scheduled product cost|
|Pre-Clinical Bone Marrow Aspirate|
|Pre-Clinical - Fresh||Within 3 Business Days of scheduled collection||100% of scheduled product cost|
|Pre-Clinical Mobilized Peripheral Blood – Plerixafor or GCSF Mobilized Leukopaks|
|Pre-Clinical - Fresh||Within 3 Business Days of scheduled DOSING to begin||100% of scheduled product cost|
G.2 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.
G.3 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 or other eligibility requirements on day of draw.
- Event of force majeure, including natural disaster, weather conditions, or third-party interference.
H.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. Clients may have the ability to purchase products that do not meet product specifications and those scenarios will be handled on a case-by-case basis for any possible warranties.
H.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 to issue a warranty of the product. In no event shall StemExpress’ liability exceed the purchase price paid by the Customer.
H.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.
H.4 All StemExpress “research use only” products are approved for neither direct human use nor veterinary therapeutic treatment.
H.5 Research use products can be used for animal in vivo research purposes.
H.6 All StemExpress clinical products are not intended for direct human transplant and must be further manufactured into allogeneic therapy.
H.7 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 and any issues must be reported within 24hr of receipt of product.
H.8 For cryopreserved products, customer shall inspect the delivered products and notify StemExpress of any claims for shortages, over shipment, defects, or damages within 10 business days. Product not rejected within this 10-business day window is deemed to be accepted by Customer. Other claims related to our guaranteed specifications, must be reported within 3 business days upon thawing within the 10-business day window of storage as incorrect storage or handling of cryopreserved materials may affect quality.
H.9 For fresh products, customer shall inspect the delivered products and notify StemExpress of any claims for shortages, over shipment, 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.
H.10 Products collected under ‘custom’ protocols/part codes or using client-provided reagents or materials are not warrantied by StemExpress unless an executed SOW or contract states otherwise.
H.11 StemExpress products are not permitted for resale without written authorization from StemExpress.
I.3 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.
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.
I.4 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.
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.
I.5 Prohibited Uses:
- 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 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.
I.6 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.
I.7 Information About You and Your Visits to the Website:
I.8 Online Purchases and Other Terms and Conditions:
I.10 Governing Law and Jurisdiction:
I.11 Waiver and Severability:
I.12 Entire Agreement: