Terms and Conditions of Sale

Unless Clinical Cell Culture Ltd (ABN 28 058 466 523) and subsidiaries, (hereinafter called C3) agrees in writing that other terms and conditions apply to any particular sale or supply, the Purchaser’s order is accepted subject to the following terms and conditions which apply to the whole or any executed part of the order.

1.     Acceptance and Delivery

1. All biological goods supplied by C3 to the Purchaser will be delivered "Delivered Duty Paid" (DDP - Incoterms 2000), unless circumstances require that alternative arrangements be made. Such arrangements must be agreed in writing between the Purchaser and C3 prior to the dispatch of any product.
2. All non-biological goods supplied by C3 to the Purchaser will be delivered "Ex-Works" (EXW - Incoterms 2000), unless circumstances require that alternative arrangements be made. Such arrangements must be agreed in writing between the Purchaser and C3 prior to the dispatch of any product.
3. The Purchaser shall inspect all goods immediately upon their arrival and shall, within 7 days from such inspection, give notice in writing to C3 of any matter or thing by reason whereof it is alleged that the goods are not in accordance with the contract. If the Purchaser shall fail to give such notice the goods shall be deemed to comply in all respects with the contract and the Purchaser shall be bound to accept and pay for the same accordingly.
4. C3 reserves the right, at its sole discretion, to make partial deliveries against any order placed by the Purchaser unless specifically agreed otherwise in writing at the time of order.

2.     Warranties

1. All express or implied terms, conditions, warranties, statements, assurances or representations in relation to any goods or services ordered from, and contracted for supply by, C3 are hereby expressly revoked unless:
   1. They are expressed in these Terms and Conditions
   2. They are necessarily implied under any applicable law having jurisdiction over the manufacture/or supply of the goods or provision of the services
   3. they are contained in any other terms and conditions to which C3 agrees, in writing, to be bound.
2. Devices and accessories not manufactured by C3 but supplied by C3 to the Purchaser are guaranteed to be free from defects in materials and workmanship in accordance with the manufacturer’s warranty that accompanies the product.
3. C3 warrants that products manufactured by C3 will perform according to their published specifications as long as they are used on or before the specified expiry date of the product and used in accordance with the instructions for use issued by C3.
4. This warranty does not cover the repair of any fault or the replacement of any defective part or materials where the fault or defect was caused by the negligence, misuse, abuse, malpractice or failure to use in accordance with manufacturers instructions, by the Purchaser or its officers, employees, contractors or consultants.

3.        Limitation of Liability

1. C3 and the Purchaser hereby agree that, to the extent permitted by law, in the event of any loss, damage or claim arising out of a breach of one or more of the warranties including the manufacturer’s warranties pursuant to clauses 2 (b) and 2 (c) above, the liability of C3 is limited to the replacement of the goods or the cost of replacement or, in the case of a service, the cost of supply or resupply of the service.
2. The Purchaser’s property under C3’s custody or control will be entirely at the Purchaser’s risk as regards loss or damage thereto or from whatsoever cause arising.
3. C3 shall not be subject to nor incur, and the Purchaser hereby releases C3 from, any claim, action or liability for consequential loss or damage to persons or property including, without limiting the generality of the foregoing, loss of use of the Goods or services or loss of profits or loss on resale arising by reason of delays, non-delivery, defective materials or workmanship, negligence or any act, matter, conduct or thing done, permitted or omitted by C3.
4. All rejected Goods or defective Goods shall be the property of C3 to dispose of as it sees fit.
5. C3 accepts no responsibility whatsoever for any Goods that have been:
   1. Used for purposes other than those specified in the instructions for use that accompany the Goods
   2. Repackaged, relabeled or supplied in any way other than in the original presentation as purchased from C3.
   3. Tampered with in any way – including the removal of seals or opening of packaging prior to delivery to the end user.

4 Cancellation, Reduction or Deferment of Orders

The order process for all biological products begins when a biopsy is collected by C3 (or its designated contractor) after a request (either verbal or written) is made by the hospital.

Cancellation of an order will not be accepted after dispatch of the Goods. Additionally, C3 is not required to accept cancellation of an order for biological Goods except in accordance with the following provisions:

CellSpray® orders are placed on Day 5-7 post-biopsy. In the event that any submitted CellSpray® order is cancelled, deferred or reduced (“Change Order”) a fee will be charged (“Change Order Fee”). The amount of the Fee will depend on the timing of the notification of the Change Order and the level of change (see charge schedule below), but a minimum charge of A$2000 (excl. GST) for those customers in the Asia-Pacific region and €2,000 for those customers in Europe applies to all Orders.

Cancelled order
More than 48 hrs before scheduled delivery	25% of original order price
Less than 48 hrs before scheduled delivery	50% of original order price
Deferred order > 7 days
More than 48 hrs before scheduled delivery	25% of original order price
Less than 48 hrs before scheduled delivery, and before dispatch	50% of original order price
Reduced order
More than 48 hrs before scheduled delivery	25% of the amount of the original order price applicable to the amount reduced
Less than 48 hrs before scheduled delivery, and before dispatch	50% of amount of the original order price applicable to the amount reduced

 

In the event that a biopsy is collected from the hospital by C3 for the purpose of CellSpray® or CellSpray® XP production and the order is either not placed or cancelled by the hospital, a minimum charge of A$2000 (excl. GST) for those customers in the Asia-Pacific region and €2,000 for those customers in Europe will apply to cover transport and initial processing costs.

All orders cancelled, reduced or deferred AFTER harvesting and/or dispatch from C3 for theatre will be invoiced for the full amount of the original order price.

5 Description

1. Any representation, promise, statement or description by C3 or by any officer, employee, consultant, agent, or dealer of C3 or any other person is expressly excluded and the Purchaser acknowledges that it has relied solely upon its own inspection, skill and judgement in placing an order for the Goods or services and not by reason of any such representation, promise, statement or description.
2. All photographs, weights, illustrations, dimensions and any other particulars given in or accompanying a quotation, or contained in descriptive literature are approximate only and deviations therefrom shall not invalidate the contract or be made the basis of any claim made against C3.

Clerical errors are subject to correction.

6 Price and Payment

1. Prices for all devices and accessories supplied by C3 to the Purchaser are quoted net and EXW (Incoterms, 2000) unless otherwise stated. A packing and delivery charge will be applied to each order, unless agreed to otherwise in writing.
2. Prices for all biological Goods supplied by C3 to the Purchaser are quoted net and DPP (Incoterms, 2000) unless otherwise stated.
3. Payment for invoiced amounts is to be made in full within 30 days from invoice date, unless agreed otherwise by C3 and Purchaser. Until payment in full is received, the property in the Goods remains with C3 and, if in the Purchaser’s possession, the Goods will be held by Purchaser as bailee and returned immediately to C3 upon demand in unused and undamaged condition. The Purchaser will hold C3 indemnified against any claim or liability in respect of the Goods in the meantime. If payment is not received by C3 within the agreed period, C3 reserves the right to charge interest to the Purchaser at the rate of 1.25% per month on the outstanding balance.

7 Goods

Wherever used, “Goods” includes biological and non-biological goods and any associated equipment and accessories.

8 Return of Goods

C3’s internal Quality Standards prohibit C3 from re-issuing or re-using returned products, where, among other factors, there is any doubt whatsoever as to whether the products have been handled strictly in accordance with the specified shipping, handling and storage requirements for the product. Therefore C3 can only accept return of Goods for credit in instances where return is necessary because the Goods are defective due to any act or omission by C3.

All returns require prior notice to C3. A Goods Return Number will then be issued by C3 and this number must be used by the Purchaser when the Goods are returned. The following additional conditions relating to the return of Goods for credit apply:

1. Detail:
   Invoice number and Goods Return Number must be supplied with all returns. In every case, the original invoice number and date must be quoted.
2. Packaging:
   Where Goods were originally supplied by C3 in specialized packaging, any return shall be made in that original packaging and the Goods shall be in their original and unmarked condition, complete with any instructions for use supplied.
3. Freight:
   Goods returned to C3 must be transported by the same method as that which was used to transport the goods to the Purchaser. Goods will not be accepted for credit if alternative transport methods are used.
4. Time:
   Notification to C3 of intention to return Goods must be made within 7 days of receipt by Purchaser of the Goods from C3.
5. Identification:
   No responsibility will be accepted for any delay in processing a credit for Goods returned caused by Goods being incorrectly branded or returned without adequate identification of both sender and Goods returned.

9 Delay in Delivery and Force Majeure

1. Delivery and availability dates are estimated only and although C3 will use its best endeavors to maintain these estimates, no liability is accepted for delay from any cause whatsoever.
2. If for any cause beyond C3’s control, including but not limited to any act of God, war, strike, lockout, industrial dispute, governmental or semi-governmental award, enactment or order, fire, flood, storm or tempest, delay in obtaining licences, transport, labour or materials, accidents, damage to C3’s works or business or those of its suppliers, C3 is prevented from making delivery or performance at the time stipulated, C3 shall be entitled at its option either to extend the time for delivery or performance for a reasonable period or to terminate the contract, and the Purchaser shall not in either case have any claim for damages and shall pay for all deliveries made or services performed prior to the date of such termination and all expenses incurred and monies paid by C3 in connection with the contract.
3. Unless expressly stated otherwise, the time of delivery in any C3 quotation represents the time at which the Goods are to be ready for despatch from C3’s premises and C3 is to be allowed the further time necessary to cover transit to points of delivery. C3 does not accept orders under penalty for late delivery.

10 Other

1. If these Terms and Conditions of Sale, which shall only be varied, modified or rescinded by written agreement (executed by C3), shall differ in any respect from the Purchaser’s order or C3’s acceptance or confirmation of order, then these Terms and Conditions of Sale shall prevail.
2. C3 reserves the right to refuse at its absolute discretion to extend credit to any potential Purchaser or to proceed with any order should the Purchaser’s trade references be unsatisfactory to C3.
3. Statutory taxes and charges (such as GST, VAT or other relevant government charges) will be shown separately in the account for the sale of the Goods and the provision of the service. The amount of the taxes and charges payable in respect of a transaction will be payable by the Purchaser. No allowance will be made for input tax credits or similar credits available to C3. The Purchaser must indemnify C3 in respect of all relevant taxes and charges paid and payable by C3 in respect of Goods and services sold to the Purchaser.
4. If by any reason of any legislation, government action or other cause beyond C3’s control, any tax, impost, levy, charge, duty or expenditure of any kind, which is not at present chargeable or applicable, is imposed becomes payable or applicable, or is incurred in respect of the Goods and any services hereby sold, it will be to the Purchaser’s account and/or chargeable to the Purchaser by C3.
5. The Purchaser acknowledges and declares that the Purchaser has read and understood these terms and conditions prior to the delivery of Goods and any services.
6. These Terms and Conditions of Sale shall be construed in accordance with the laws of the state of Western Australia.

C3 Operations Pty Ltd (ABN 63 090 161 505)      Unit 8, 454 Roberts Road Subiaco 6008 WA Australia Tel: +61 (0) 8 9355 6288 Fax: +61 (0) 8 9470 6388 Email: cs.ap@clinicalcellculture.com

Clinical Cell Culture (Europe) Ltd (Co. No. 4661707)       13 – 15 Hills Road Cambridge CB2 1NL United Kingdom Tel: +44 (0) 1223 341 150 Fax: +44 (0) 1223 341 170 Email: cs.eu@clinicalcellculture.com

C3 Americas 3111 North University Dr. Suite 418 Coral Springs, Florida 33065 UNITED STATES OF AMERICA     Tel: +(1) 954 255 7546 Toll Free (USA): 877 901 7546 Fax: +(1) 954 255 7599 Email: cs.am@clinicalcellculture.com

 

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