The terms and conditions of sale that govern products and services provided by Gift of Life Biologics, the organization behind NexGen.
A.1 These outlined conditions regarding sale and delivery from Gift of Life Biologics ("Gift of Life Biologics") apply to all contracts of supply between Gift of Life Biologics and any individual or entity that purchases or seeks to purchase any products and services from Gift of Life Biologics ("Customers"). In the event of a separate agreement between Gift of Life Biologics and a Customer (a "Primary Agreement"), these Terms of Sale shall apply but in the event of a conflict between a provision herein and a provision of the Primary Agreement, the latter shall control.
A.2 These Terms of Sale apply to all sales of products or services provided by Gift of Life Biologics unless otherwise agreed to in writing and signed by an authorized agent of Gift of Life Biologics. The Customer is deemed to agree to these conditions of sale and delivery upon (a) issuing a Purchase Order to Gift of Life Biologics, (b) issuing a signed quotation to Gift of Life Biologics, (c) upon purchase of products from the Gift of Life Biologics website (the "Website"), or (d) any other purchase of product or service from Gift of Life Biologics, unless otherwise modified in writing and signed by an authorized agent of Gift of Life Biologics.
A.3 Any rights awarded to the Customer arising during business with Gift of Life Biologics 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 Gift of Life Biologics prior to shipment.
A.5 These Terms of Sale constitute the entire agreement between Gift of Life Biologics and the Customer, except for any Purchase Order (which typically would include terms such as price and quantity), and except for any applicable Primary Agreement; and shall integrate and supersede all written and oral agreements and understandings with regard to the subject matter hereof. 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 Gift of Life Biologics. The customer agrees that fulfillment of any purchase order submitted to Gift of Life Biologics shall not constitute an agreement to any terms contained in a purchase order that conflict with these Terms of Sale.
A.6 Except to the extent otherwise provided in an applicable Primary Agreement, this Agreement shall be governed by and interpreted under the laws of the State of Florida, and any and all disputes hereunder shall be enforced solely in its state or Federal courts located in Palm Beach County.
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 Gift of Life Biologics is privileged. Gift of Life Biologics treats donor information as confidential to preserve the anonymity of the donor. Gift of Life Biologics will provide Customer with only minimal and non-privileged information regarding donors.
B.1 Prices are subject to change without notice. Please contact Gift of Life Biologics for current pricing.
B.2 Shipping and handling charges are either estimated or pre-paid and added, and are reflected on invoices upon delivery. Charges vary based on package size, weight, and shipping options selected.
B.4 All prices quoted are net prices. Any sales tax, duty, or other fee imposed by a government authority will be added.
B.5 For international shipments, the Customer's own shipping account should be used. If Gift of Life Biologics' account is used instead, the Customer is responsible for all final shipping charges.
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.
C.4 Gift of Life Biologics is not responsible for product degradation resulting from delivery delays caused by carriers or other outside causes.
C.5 Gift of Life Biologics is not responsible for degradation or damage resulting from international delivery delays due to customs processing or mishandling.
C.6 International Customers are responsible for complying with all applicable import regulations.
C.7 Delivery times are estimated but are not guaranteed or legally binding on the part of shippers.
C.8 For cryopreserved orders of $5,000 or more shipped domestically, a Liquid Nitrogen dry shipper is required. If an alternate shipping method is used, no refunds or replacements will be issued for shipment issues.
C.9 For international cryopreserved shipments, Liquid Nitrogen dry shippers are recommended for all orders and required for frozen leukopaks. If an alternate shipping method is used, no refunds or replacements will be issued.
C.10 Shipping disputes must be submitted by the party whose shipping account was used.
D.1 Payment is due by credit or debit card unless other arrangements have been made in advance.
D.2 Unpaid invoices are subject to a 10% initial late fee. Invoices unpaid within 60 days are subject to 1.5% monthly (18% annual) compounded interest.
D.3 Failure to pay within 120 days may result in legal or collection proceedings, with any associated costs added to the amount due.
D.4 Gift of Life Biologics accepts only United States currency, via company checks, cashier's checks, money orders, wire transfers, American Express, VISA, or MasterCard. All funds must be withdrawable from U.S. bank accounts.
D.5 Non-compliance with these payment conditions, or justifiable concerns regarding payment, may result in nullification of the contract, with all outstanding claims becoming immediately due.
E.1 Gift of Life Biologics "research use" products are intended for research purposes only. Research use products are not intended for use in human beings.
E.2 Gift of Life Biologics does not accept any liability for the improper use of our products.
E.3 Gift of Life Biologics opposes any research in violation of any ethical, legal, or governmental standards.
E.4 Gift of Life Biologics products are not permitted for resale without written authorization.
F.1 Gift of Life Biologics warrants that it holds ownership rights, has obtained the necessary donor informed consents and releases, and has complied with applicable statutes and regulations.
F.2 Gift of Life Biologics warrants that it is not aware of any third-party obligations that would interfere with providing the products, and that the products are not known proprietary property of another party.
F.3 In no event will Gift of Life Biologics be liable for any damages or injury resulting from the use or misuse of our products.
F.4 The Customer expressly warrants that all required government licenses, regulatory approvals, permits, and other approvals required to purchase, use and store the products are in place.
F.5 Liability shall not exceed the purchase cost of the product.
F.6 The Customer indemnifies and holds harmless all parties involved; Gift of Life Biologics is not liable under any circumstances beyond what is stated in these Terms.
F.7 Ordering products constitutes acknowledgment of, and agreement to, all of these terms, conditions, and disclaimers.
In no event shall either party be liable for the other party's loss of anticipated revenue or profits, interest, penalties, or incidental, consequential, punitive, or exemplary damages.
| Product Type | Cancellation / Change Timeframe | Payment Due |
|---|---|---|
| Fresh Products — RUO & GMP/GTP Leukopaks | Quoted by project | Quoted by project |
| Fresh Products — RUO & GMP/GTP Mobilized Leukopaks | Quoted by project | Quoted by project |
| Cryopreserved Products shipped via LN2 dry shippers | Within 5 business days | 100% of scheduled cost |
| Cryopreserved Products shipped on dry ice | Within 2 business days | 100% of scheduled cost |
H.1 Gift of Life Biologics warrants that its products meet the designated acceptable ranges for volume, cell viability, cell count, and purity stated on the Certificate of Analysis. Gift of Life Biologics does not warrant the biological properties of any product.
H.2 Gift of Life Biologics will replace products that do not meet specifications if validated by the Customer via flow cytometry or trypan blue testing, provided the product has not been manipulated. Liability does not exceed the cost of the replacement product.
H.3 Gift of Life Biologics is not liable for damages resulting from product misuse or improper storage or handling. Deviations from Gift of Life Biologics' thawing protocols will not be covered by the warranty.
H.4 All Gift of Life Biologics "research use only" products are approved for neither direct human use nor veterinary therapeutic treatment.
H.5 Gift of Life Biologics warrants fresh products' volume, cell viability, cell count, and purity until the product is transferred to the carrier. Fresh products should be processed immediately upon receipt, and any issues should be reported within 24 hours.
H.6 For cryopreserved products, Customers must notify Gift of Life Biologics within 10 business days of delivery regarding shortages, overshipping, defects, or damages. Claims related to specifications must be reported within 3 business days of thawing.
H.7 For fresh products, Customers must notify Gift of Life Biologics within 24 hours of delivery regarding shortages, overshipping, defects, or damages. Specification claims must be reported within 24 hours of shipment.
H.8 Products collected under custom protocols, or using client-provided materials, are not warranted unless an executed Statement of Work or contract states otherwise.
H.9 Products are not permitted for resale without written authorization.
If you have any questions about these Terms of Use, please contact Gift of Life Biologics at info@giftoflifebio.com, or by mail at:
Gift of Life Biologics
5901 Broken Sound Pkwy. NW, Suite 100
Boca Raton, FL 33487