Terms and Conditions

GENERAL TERMS

  1. [For Research Use Only (“RUO”) human cells] the following terms and conditions apply. RUO cells are sold and distributed by Charles River Laboratories Cell Solutions, Inc. (“Company”).
  2. By accepting or using goods and services supplied by Company, Customer agrees to the terms and conditions of sale and delivery. If Company and Customer entered into a formal agreement containing specific terms covering the sale of such products and services, the terms and conditions of the written agreement shall govern.
  3. Any amendment to the terms and conditions of sale and delivery must be confirmed in writing by Company.

ORDERING INFORMATION

  1. For general orders or inquiries:
Phone: (877) 310-0717

If paying by credit card, please contact Company’s accounting department at (877) 397-3087. Please have your quote number available.
Fax: (818) 647-0232
Mail: Charles River Laboratories Cell Solutions, Inc.
Attn: Research Sales
8500 Balboa Boulevard, Suite 130
Northridge, CA 91325
Email: cell-orders@crl.com
Website: www.criver.com
  1. When placing an order, Customer must submit completed Product Order Form (POF) in addition to a payment method. This form includes information such as shipping address, phone number, name of whom the shipment should be addressed to, a billing address, and a method of payment.
  2. For fresh products from random healthy donors and various disease patients, Company will recruit and schedule a donor for collection upon Customer’s order confirmation. Standard collections are scheduled Monday through Friday for next day delivery for domestic orders. The following lead times are requested:
  • RUO normal peripheral blood products – 2 weeks
  • RUO mobilized peripheral blood products – 8 weeks
  • RUO cord blood products – discussed upon request
  • RUO disease-state products – discussed upon request
  • GMP-compliant products – As set forth in the Statement of Work (SOW)
    *Additional lead time may be required if specific donor criteria is requested.
  1. For cryopreserved products already in inventory, Company will ship the product within one to two days of receiving all required forms: signed POF and purchase order (PO) or credit card information.
  2. For custom products, Company may require additional lead time to recruit donors that meet Customer’s specifications. Lead time will be discussed upon order request.
  3. Any fresh or custom product ordered with less than one-week notice may be charged a STAT fee.
  4. Cancellation and change orders must be made in writing and signed off by Company and Customer. Change fees, a change in price, and cancellation fees may apply, and new purchase orders or further documentation may be required to complete the purchase
  5. Collections may not be cancelled or changed within specified timeframe of scheduled collection time. If order is cancelled or changed (i.e. rescheduled), payment will be required (see table below). For custom requests, a cancellation fee will be applied once collection and isolation have been scheduled and isolation kits and supplies have been purchased (see table below). This policy includes customers who provide black-out dates and cancel upon notification of shipment; this would include any date not listed as a date that samples cannot be received.
Format Cancellation/Change Timeframe Payment
TISSUE: RUO Normal Peripheral Blood
Custom or cell isolation Cancellation/Change policy quoted by project Cancellation/Change policy quoted by project
Fresh Within 3 business days of scheduled collection 100% of scheduled product cost
Cryopreserved made to order Within 3 business days of scheduled collection 100% of scheduled product cost
TISSUE: RUO Mobilized Peripheral Blood
Custom or cell isolation Cancellation/Change policy quoted by project Cancellation/Change policy quoted by project
Fresh or cryopreserved made to order Within 3 business days of donor dosing 100% of scheduled product cost
Fresh or cryopreserved made to order Within 10 business days of donor dosing 50% of scheduled product cost
Fresh or cryopreserved made to order Within 15 business days of donor dosing 25% of scheduled product cost
TISSUE: RUO Bone Marrow Aspirate
Fresh Within 10 business days of collection 10% of scheduled product cost
Fresh Within 5 business days of collection 100% of scheduled product cost
TISSUE: GMP Normal Peripheral Blood
Cryopreserved After 5 business days of scheduling Cancellation/Change policy quoted by project
Cryopreserved Within 4 weeks of scheduled collection Cancellation/Change policy quoted by project
Fresh After 5 business days of scheduling Cancellation/Change policy quoted by project
Fresh Within 4 weeks of scheduled collection Cancellation/Change policy quoted by project
TISSUE: GMP Bone Marrow Aspirate
Fresh After 5 business days of scheduling Cancellation/Change policy quoted by project
Fresh Within 4 weeks of scheduled collection Cancellation/Change policy quoted by project
  1. Donor screening tests are performed with each apheresis collection. Fresh products are shipped pending test results. Cryopreserved products are shipped tested. Serological and infectious disease testing is performed with every healthy donor apheresis collection. CMV test status of the donor is available upon request. If a donor tests positive for CMV one time, they are considered “CMV positive” and they will not be tested again. If a donor tests negative for CMV, they are tested again at each subsequent apheresis collection. Bone marrow, cord blood, and certain disease-state products may only be tested for HIV, HBV, and HCV.
Serological Testing: Infectious Disease:
ABO/Rh Hepatitis B Core Antibody (Anti-HBc EIA)
Syphilis Hepatitis B Surface Antigen (HBsAg EIA)
Antibody Screen Hepatitis C Virus Antibody (Anti-HCV EIA)
Anti-CMV (if requested) Human Immunodeficiency Virus Antibody (HIV 1/2 plus O)
Human T-Lymphotropic Virus Antibody (HTLV-I/II)
HIV/HCV/HBV Nucleic Acid Testing
WNV Nucleic Acid
Babesiosis
(Standard panel at Lowell site)
Trypanasoma cruzi Antibody
(Selective Chagas disease testing, a single lifetime test per donor)

 

DELIVERY CONDITIONS

  1. All orders are shipped FedEx Priority Overnight unless otherwise specified. Customer should confirm with FedEx as to what Priority Overnight delivery time means for their geographical area. In addition, if Saturday delivery is desired, Customer should confirm with FedEx as that may or may not be available depending on geographical area.
  2. Same day delivery is available with prior arrangements with Company. Areas serviced include, but not limited to.
    • From Northridge site: Los Angeles County, Orange County, Ventura County, San Bernardino County, and Riverside County
    • From Lowell site: Greater Boston and Cambridge area
    • From Memphis site: Greater Memphis area
  3. Company shall make commercially reasonable efforts to arrange for product delivery to Customer’s site (or that of its designee) by the delivery date requested in the purchase order and approved in the POF. Delivery dates and times are not guaranteed. If Company reasonably determines that it cannot meet the requested delivery date, then Company will promptly notify the Customer, and the parties will coordinate in good faith to establish an alternative delivery arrangement and date. Unless expressly agreed to otherwise in writing between the parties, all products will be shipped EXW Company’s Site (Incoterms 2010). Company is not responsible for delivery delays or product degradation resulting from delivery delays attributed to carrier.
  4. Company is not responsible for delivery delays due to reasons outside of our control, including acts of God, war (declared or undeclared), action of any governmental authority, riots, revolutions, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, epidemics, pandemics, strikes, courier-declared National Service Disruptions, or courier-related delivery failures for whatever reason.
  5. Company is not responsible for international delivery delays due to customs, including any delays in duties or taxes being paid by Customer or recipient.
  6. International Customers will be responsible for complying with applicable import regulations and import permits related to the receipt of shipments of biological products, as well as all associated duties and taxes.
  7. Delivery times for domestic and international shipments can be estimated, however, they are not guaranteed or legally binding.
  8. For cryopreserved product orders greater or equal than $5,000 and shipped within the United States, Company recommends shipping in a Liquid Nitrogen (LN2) dry shipper. If Customer waives and requests shipment on dry ice and product is compromised due to shipment conditions or delays, Company will not issue a refund or replace the product. All cryopreserved leukopak orders (domestic and international) and cryopreserved vial orders shipped internationally are shipped in a LN2 dry shipper.
  9. Customer will be charged a late return fee for any Cryoport Express Shipper® not returned within three (3) business days of receipt and the fee will increase every ten (10) days such shipper has not been returned to Cryoport. Any lost shipper or accessories/other equipment will be charged at replacement cost in accordance with the subsequent provisions. If the shipper and/or accessories/or other equipment is not returned within forty-five (45) calendar days, the shipper and/or accessories/other equipment shall be deemed lost and Customer shall pay the replacement cost to Company.
  10. Cryoport Express Shipper® must only be used for shipments from Company to Customer and then promptly returned to Cryoport. Customer will not lend out or sublease the Company-leased Cryoport Express Shipper® for shipments to their customers or any other party under any circumstance.
  11. In the event of a dispute with the shipping courier and Customer uses their OWN shipping account, Company will NOT submit a claim on behalf of Customer; Customer must submit claim.
  12. If Customer chooses to utilize an On Board Courier (OBC), Customer is responsible for planning with the selected OBC.

ACCEPTANCE

  1. For cryopreserved products, Customer shall inspect the delivered products and notify Company of any claims for shortages, over shipment, defects, or damages within 14 days; please supply pictures and/or type of evidence. Any product not rejected within the 14 days period will be deemed to be accepted by Customer.
  2. For fresh products, Customer shall inspect the delivered products and notify Company of any claims for shortages, over shipment, defects, or damages within 24 hours; please supply pictures and/or type of evidence. Any product not rejected within the 24-hour period will be deemed to be accepted by Customer.

PRICE POLICY

  1. Company’s prices are subject to change any time without prior notification to Customer. Please contact Company to confirm current pricing or receive a quote with customized pricing.
  2. All shipping and handling charges will be indicated on the invoice (Prepay and Add). Shipping and handling charges vary according to the weight and size of the package and delivery service options selected. If using Customer’s account for shipping charges, a handling fee will be added to the invoice. Please contact Company for shipping and handling prices; quotes are estimates ONLY and may differ from the final invoice.
  3. All prices quoted are net prices. Sales tax, duty, or other fee imposed by a government authority will be added where applicable and paid by Customer.

PAYMENT TERMS

  1. Payment is to be made in full to Company within 30 days of date of invoice.
  2. Company only accepts payment in US currency. Payments in the form of company checks, cashier checks, money orders, wire transfers, and credit cards (American Express, Master Card, Visa) are accepted. Please make checks payable to Company.
  3. A late charge equal to the lesser of 1.5% per month or the maximum amount permitted under applicable law will be added to outstanding balances which remain unpaid 30 days from date of invoice.
  4. In the event Customer’s account balance at any time is 90 or more days past due, Company will not process any new orders until all sums past due and fees are paid in full. Company will use all equitable means to resolve any billing discrepancies. Please make your payments on time.
  5. After all efforts to achieve resolution have been exhausted, Company may pursue legal avenues to collect unremitted debt and Customer shall pay all actual costs, including reasonable attorney’s fees, incurred to enforce this term.
  6. If Company’s Payment Terms are not complied with or if Company has justifiable concerns regarding Customers willingness or ability to pay, Company is authorized to consider any contract with Customer null and void and demand for the return of delivered goods in the same condition they were shipped. Customer will be responsible for the cost of the shipment back to Company. In addition, all other outstanding claims will become due. Justifiable concerns include, but are not restricted to, initiation of insolvency or bankruptcy proceedings, deterioration of financial circumstances, and default of payment for any other reason.

USE OF GOODS

  1. Biological products received from Company are for Research Purposes Only unless otherwise stated on GMP-compliant labeling and associated documentation. Products are not for use in diagnostic or therapeutic procedures involving human beings or animals, or for private use. Any misuse of Company products for any purpose other than intended may have legal ramifications. Customers requiring products for clinical or in vitro diagnostic applications should contact Company to arrange ordering from Company’s GMPrime product portfolio.
  2. Company will not be liable for the improper use of any biological product provided. Company delivers products to academic teaching and research institutions, commercial enterprises, and scientific researchers for research use only. Any sign of improper use of biological products will result in the refusal of future delivery and the immediate termination of contractual relationship.
  3. Company does not support and will not be liable for any research in violation of any ethical, legal, or governmental standards by our Customers within the US or internationally.
  4. Customer will comply with all laws, rules, and regulations applicable to the handling, use, and disposal of biological products received hereunder, including, as appropriate, obtaining Institutional Review Board approval to use biological products received hereunder. Customer also agrees to comply with such policies as Company may proscribe from time to time in connection with Customer’s use of Company products.
  5. Customer will allow use of Company’s products only by members of Customer’s research team under direct supervision of the supervisor in charge, and only after such members have been informed of and agree to the provisions and restrictions stated herein.
  6. Customer will not contact or make any effort to identify individuals who are or may be the sources of biological products, without specific written approval from Company.
  7. Company’s products are not intended for direct re-sale in the United States or foreign countries under any circumstance.
  8. Any transfer of Company’s products to any third party other than Customer requires prior written authorization from Company.

REPRESENTATIONS AND WARRANTIES

  1. Company represents and warrants that it has:
  • Obtained ownership rights to biological products and that all biological products were provided to Company with donor’s informed consent, in accordance with IRB-approved specifications and protocols, and in compliance will all applicable laws and regulations.
  • Obtained all necessary and appropriate releases from the donor indicating there are no restrictions prohibiting Customer from using the biological products for “Research Use”.
  • Complied with all applicable US and International regulatory, state, and federal rules and regulations relating to handling, exporting, importing, and use of biological products.
  1. Company warrants that the biological products will meet the claimed product specifications, such as number of viable cells per the label and purity.
  2. Company maintains a customer satisfaction guarantee and will fully investigate all product complaints. Products that fail to meet our quality performance standards within the acceptance time will be replaced or credited. Products that have been misused or be considered unusable due to improper storage or handling will not be covered under our warranty. Company is not responsible for product degradation resulting from delivery delays attributed to carrier.

INDEMNIFICATION

  1. Customer assumes all liability for damages that may arise from Customer’s use of the products provided by Company, including any handling, storage, transfer, or disposal thereof. Company will not be liable for any loss, liability, claim or action Customer may incur due to or arising from any such use. Customer shall defend, indemnify and hold harmless Company, its officers, directors, employees, agents, successors and assigns from and against any and all loss, liability, claim or action arising out of or resulting from any third party claim, suit, action or proceeding that arises out of or results from Customer’s breach of any covenant or obligation of Customer, or Customer’s use of the products provided by Company. 

INTELLECTUAL PROPERTY

  1. Customer agrees to reference Company in accordance with customary scientific practice and Customer’s standard practice as the source of the biological products and/or services in any scholarly or industry publication arising from Customer’s use of the biological products and/or services, unless requested otherwise by Company.