Cellix Limited
Unit 1, Long Mile Business Park,
Long Mile Road,
Dublin 12,
D12 EK79,
Ireland.
Phone: +353 1 4500155
Email: info@wearecellix.com
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Company Registration No: 392272 (Registered in Ireland)
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VAT / TAX ID No: IE 6412272J
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EORI: IE6412272J
Terms and Conditions
The following Terms and Conditions apply to all offers, deliveries and services made or rendered by Cellix as well as to pending and future transactions and deliveries even if no express reference to these terms is being made, as far as these terms have applied to an earlier transaction or delivery. Deviating terms of the Buyer shall only apply if expressly confirmed by Cellix in writing.
1. General Terms & Conditions
The following Terms and Conditions ('T&Cs') apply to all offers, deliveries and services made or rendered by Cellix as well as to pending and future transactions and deliveries even if no express reference to these terms is being made, as far as these terms have applied to an earlier transaction or delivery. Deviating terms of the Buyer shall only apply if expressly confirmed by Cellix in writing, even if such deviating terms are attached to it's purchase order. Neither Cellix's lack of objection to deviating terms from these T&Cs, nor the delivery of the Products, shall constitute an agreement by Cellix to such deviating terms.
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1.1 Definitions
As used in these T&Cs, the following terms, whether used in the singular or plural, shall have the following meanings:
"Affiliate": Any entity, present or future, controlled by or controlling Cellix, directly or indirectly, where "control" means the ownership of 50% of more of the share capital or the right to exercise 50% of more of the voting rights.
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"Confidential Information": Any information, data or documents, regardless of their subject matter (technical, scientific, financial etc.) or nature (knows-how, methods, processes, etc.) medium (written, hard-copy or digital documents, etc.) or transmission methods (written or oral) (i) disclosed by Cellix to the Buyer in relation to a Product or Service, or (ii) to which the Buyer has access within the framework of the purchase of the Products or Service. Confidential Information includes, without limitation these T&Cs, the prices, price list, the technical information such as but not limited to the Documentation. Confidential Information does not include information otherwise lawfully available from a third party, without any limitation on its use, distribution or disclosure; (ii) in the public domain and obtained by the Buyer through no wilful action or gross negligence by the Buyer or any third party; or (iii) lawfully known to the Buyer prior to its disclosure, as evidenced by the Buyer.
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"Buyer": Any individual, organisation or legal entity that purchased any Product or Service directly from Cellix.
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"Documentation": Any documentation that is delivered by Cellix to the Buyer and describing the specifications and instructions for use of the Product.
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"Cellix": Cellix Limited incorporated and trading under Irish Law, with its registered office at Unit 1 Longmile Business Park, Longmile Road, Dublin 12, D12 EK79, Ireland and registered with the Company Registration Office in Ireland under number 392272 or any of its Affiliates from which the Products are purchased.
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"IP Rights": means all intellectual property rights pertaining to the Products or Services of whatever nature, including inventions (irrespective of whether patented or patentable), discoveries, methods, ideas, data, royalties, software, techniques and information, whether or not patentable and whether or not suitable for industrial application, patents, copyright (present and future), trademarks, business names, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in computer software, design rights, rights to inventions, database rights, rights in performances, topography rights (whether or not any of these is registered and including any applications for registration of any such rights), rights to preserve the confidentiality of information (including trade secrets and know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
"Product": Cellix's equipment, instruments (including software which may be delivered independently and/or licensed to the Buyer as forth in these T&Cs), consumables and reagents.
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"Service": Any technical service (including application development) which may be delivered to the Buyer from time to time.
1. General Terms & Conditions 2. Orders
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2.2 Orders received are subject to confirmation in writing by Cellix.
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2.3 Any purchase orders placed with Cellix are considered final. Once received by Cellix, any changes or cancellations will be subject to review and a cancellation fee equivalent to 25% of the product cost. If you receive a Proforma invoice upon placing your orders, please review all details on this Proforma Invoice, including catalogue numbers, quantities and prices and ensure they are correct before sending confirmation to Cellix. Any issues and/or queries must be raised with Cellix immediately before sending confirmation. Please note that once this Proforma Invoice is confirmed any further amendments to the order are subject to review and a cancellation fee as noted above.
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2.3 No transaction or contact shall be binding on Cellix unless and until confirmed by Cellix in writing. Once confirmed the order is final.
3. Prices & Payment
3.1 Prices are subject to change without prior notice. All quotation prices are valid for thirty (30) days from the date of issue.
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3.2 Prices quoted are exclusive of freight, insurance and all other respective export documentation costs which may be invoiced separately.
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3.3 VAT will be applied to all Irish Buyer invoices at the prevailing rate where applicable. All prices quoted are exclusive of VAT unless otherwise stated.
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3.4 Payment must be made within thirty (30) days from the date of issue of the invoice. Any changes to the payment terms will be mutually agreed in writing by the parties.
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3.5 All duties, import taxes and related charges will be paid by the Buyer.
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3.6 If the Buyer exceeds the agreed terms of payment, Cellix shall have the right to charge interest at the rate of 2% per month.
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3.7 In case of default, Cellix reserves it's statutory right to claim damages from the Buyer for non-performance and to terminate the contract and any outstanding balance owed to Cellix shall become due and payable immediately.
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3.8 Ownership of goods is retained by Cellix until goods are paid for in full. The responsibility and insurance and care of goods, including 3rd party risks is with the Buyer.
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3.9 Please be advised, Cellix will never change its bank details without prior notice. This change will always be advised in writing on company letterhead signed by the Chief Executive Officer.
4. Delivery
4.1 Products are sold and delivered by Cellix to the Buyer EX-WORKS (as defined in the “Incoterms 2010” edition published by the International Chamber of Commerce). Any changes to the payment of delivery charges, duties, import taxes and related charges must be mutually agreed in writing by the parties.
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4.2 Goods are shipped or dispatched at Buyer's risk.
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4.3 Delivery schedules shall not be binding on Cellix unless otherwise agreed upon and confirmed by Cellix in writing. Cellix is entitled to make delivery in instalments unless such delivery would be unreasonable or unless otherwise agreed upon and confirmed by Cellix in writing.
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4.4 Where the parties have agreed a fixed rate of delivery and Cellix defaults in that delivery, the Buyer shall grant Cellix a period of no less than four (4) weeks to remedy any delay.
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4.5 Cellix shall be entitled to cancel its delivery obligations in whole or in part in the event of interruption of delivery unforeseeable at the time of the confirmation of the Buyer's order caused by force majeure such as acts of God, disturbances of company operations, strikes, lockouts or production stoppages. If Cellix decides not to cancel its delivery obligations, the term for delivery will be extended by a period of time corresponding to the period during which Cellix was unable to perform due to force majeure as defined herein above. Should this period of time exceed three (3) months, either party shall have the right to cancel the contract.
5. Returns & Refunds
5.1 Any damage/shortage of goods must be reported within five (5) working days of receipt by the Buyer. If damage or shortage is immediately apparent on delivery, please: (a) Notify the carrier when signing for receipt of goods; (b) Notify Cellix as soon as possible. If Buyer fails to notify Cellix within five (5) days after the Products have been received by Buyer, such Products shall conclusively be deemed to conform to the T&Cs hereof and their specifications and to have been irrevocably accepted by the Buyer.
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5.2 The Buyer must not return the goods to Cellix without first notifying Cellix in accordance with Clause 5.1. If the issue cannot be resolved remotely and the goods must be returned to Cellix for investigative assessment, Cellix will provide the Buyer with a Product Return Form. The Product Return Form must be completed and submitted to Cellix prior to shipment of any returned goods. Following receipt of the Product Return Form, Cellix will issue the Buyer with a Return Product Authorization (RPA) Number.
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5.3 The Buyer must when returning the goods, quote the Return Product Authorization (RPA) Number on all correspondence and packaging. The Buyer is responsible for all shipping costs to/from Cellix for returned goods.
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5.4 During the period of time between notification of damage to Cellix and the return of any damaged goods, the Buyer agrees to hold those damaged goods in the correct storage conditions in accordance with the terms of Cellix's specifications.
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5.5 Should said damages, defects or shortages notified by the Buyer be verified, the Buyer shall be entitled to (i) replacement Products or (ii) when replacement is not possible, refund of any part of the price paid for the Products found to be defective within fifteen (15) business days at no additional cost to the Buyer, it being specified that no indemnity or compensation whatsoever shall be due to the Buyer on this ground.
6. Warranty
6.1 All standard products are supplied with a 12 month warranty. Consumables and reagents are supplied with a 6 month warranty.
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6.2 Product information, whether verbal or written, is given without any obligation as regards intellectual property rights, of any third parties.
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6.3 Notification to Cellix of open defects of goods shall be admissable if immediately made in writing as per Clause 5.1, stating the invoice number and date, and the markings on the packaging.
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6.4 Upon written request of Cellix, the Buyer shall immediately supply samples of the defective goods.
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6.5 Notification to Cellix of hidden defects must immediately be made in writing, however, no later than three (3) days after discovery of such defects. This does not affect the statutory periods of limitation.
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6.6 Claims of the Buyer which are acknowledged by Cellix shall oblige Cellix to make satisfactory substitute delivery only; the Buyer shall not be entitled to reduce the sales price or to with hold payment.
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6.7 In case of defective substitute delivery the Buyer may, however, cancel the contract or reduce the purchase price.
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6.8 The warranty does not apply to the following: (i) Normal wear and tear; (ii) Damage caused by accident, abuse, misuse, misapplication, or failure to follow usage directions; (iii) Damage caused by service performed by anyone other than Cellix or a Cellix-certified service technician; (iv) A Warranted product that has been modified without the written permission of Cellix; (v) If any Cellix serial number, date stamp or other markings has been removed or defaced; (vi) Any item concerning the Warranted Products' appearance that is not due to a defect in material or workmanship.
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6.9 To the maximum extent permitted by law, this Warranty and the remedies set forth above are exclusive and in lieu of all other warranties, remedies and conditions, whether oral or written, express or implied. Cellix specially disclaims any and all implied warranties, including, without limitation, warranties of merchantability, and fitness for a particular purpose. If Cellix cannot lawfully disclaim or exclude implied warranties under applicable law, then to the extent possible any claims under such implied warranties shall expire on expiration of the warranty period.
7. Liability
7.1 The Buyer shall not have the right to claim damages for any slight breach of duty by Cellix, its employees or other agents, unless the breach concerns a duty which is of major importance for the performance of the contract.
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7.2 In no event shall Cellix be liable, whether in contract, tort (including negligence), strict product liability or otherwise, for damages in excess of the purchase price of the Warranted Product with respect to which such damages are asserted, plus any freight charges actually paid attributable to such Warranted Products, or for any indirect, special, punitive or consequential damages of any kind, including loss of profits, loss of use, interruption of business, or any costs of recovering or reproducing any program or data stored, arising out of or in connection with the use of or inability to use the Warranted Product or Cellix's performance of it's obligations hereunder, to the full extent these damages may be disclaimed by law.
8. Retention of Title
8.1 All goods supplied by Cellix shall remain the property of Cellix until all outstanding debts, including current account debts payable by the Buyer, have been paid in full.
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8.2 The Buyer shall, however, be entitled to dispose of the goods in the normal course of business, provided that it is not in arrears with any payment still due to Cellix.
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8.3 If the Buyer does not make timely payments or if the Buyer suspends payment, the Buyer shall be no longer entitled to dispose of Cellix's goods. The Buyer will then have a period of thirty (30) days in which to make all or any outstanding payments to Cellix. Subject to these funds being paid, the Buyer will then and only then be allowed to dispose of the goods. If the thirty (30) days have passed, and no payments have been made, the Buyer must return the goods to Cellix at the expense of the Buyer.
9. Applicable Law & Place of Jurisdiction
9.1 The law of the Republic of Ireland shall apply. Place of jurisdiction and venue is Dublin, Ireland.
9. Applicable Law & Place of Jurisdiction 10. Final Provisions
10.1 Any modifications, alterations or amendments of these T&Cs are valid only if confirmed by Cellix in writing.
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10.2 Should any terms or conditions hereof or any other contractual stipulations be partially or totally invalid or unenforceable, then such term or condition shall be replaced by terms and conditions relating to the economic purpose of such terms or conditions as closely as possible.
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10.3 Such invalidity or amendment to any term or condition hereof or of the contract shall not affect the validity of these terms of delivery and payments or of the contract as a whole, nor of any other terms or conditions thereof in particular.
