Terms of Service

    General Terms of Use

    Welcome to ClonalStem. By accessing or using our website at clonalstem.com (the "Site"), you agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use the Site.

    1. Use of the Site

    You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site in any way that violates any applicable federal, state, local, or international law or regulation.

    2. Intellectual Property

    The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, and the design, selection, and arrangement thereof) are owned by ClonalStem, 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 laws.

    3. Disclaimer of Warranties

    THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CLONALSTEM NOR ANY PERSON ASSOCIATED WITH CLONALSTEM MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE.

    4. Limitation of Liability

    IN NO EVENT WILL CLONALSTEM, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE.

    5. Governing Law

    These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law provisions.

    6. Changes to Terms

    We may revise and update these Terms from time to time at our sole discretion. All changes are effective immediately when posted. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes.

    CB-ECFC Terms & Conditions of Sale

    At a glance

    This summary highlights key terms for quick reference. It is not a substitute for the full document below, which governs all purchases.

    Shipping
    F.O.B. Origin on dry ice. Title and risk of loss pass to Buyer when handed to the carrier. Delivery dates are estimates only.
    Returns & Claims
    Report transit damage within 24 hours; product defects within 7 days of delivery. Written approval required before returning any Product.
    Warranty
    Products meet specifications at delivery. No coverage if cells are refrozen or cultured outside Seller's protocol.
    Liability
    No liability for incidental or consequential damages. Total liability capped at the purchase price paid. Claims must be brought within 1 year.
    Cancellation
    Free within 48 hours of order. After that, a 20% cancellation fee may apply during the production lead time.
    Use Restrictions
    Research Use Only — not for human or veterinary diagnostic or therapeutic use. No resale, transfer, or reverse engineering.

    The following terms and conditions apply to all purchases of products and services from ClonalStem Inc.

    1. Definitions

    In these Terms and Conditions, "Seller" shall mean ClonalStem Inc., and "Buyer" shall mean the person, company, or other legal entity that orders or buys Products or Services from Seller, and their respective successors and/or assigns. "Product" shall mean any tangible product sold, including custom cell products. "Services" shall mean any custom services performed by Seller or the results thereof, including data generated through such services. All sales orders are accepted subject to these Terms and Conditions, except where otherwise agreed in writing.

    2. Pricing

    All Product prices quoted are for stock items including standard packing and excluding sales tax, unless specified otherwise in writing. Any applicable taxes, duties, fees, or charges imposed by any governmental authority shall be paid by the Buyer in addition to the prices quoted. All prices are in USD and subject to change without notice. Written quotations are guaranteed for 30 days.

    3. Shipping and Delivery

    Products will be delivered F.O.B. Origin (Seller's facility). This means the Buyer assumes ownership, title, and all risk of loss or damage to the Products the moment they are handed over to the freight carrier. Products will be shipped by the most appropriate transportation method on dry ice. If Buyer requests expedited shipping and/or special handling, the cost shall be solely the responsibility of the Buyer. Seller has the right to make partial shipments and to invoice each shipment separately. Time and date estimates for delivery are estimates only and not contractual obligations.

    4. Cancellation

    Orders in progress may be canceled or changed only with Seller's written consent. If a cancellation request is made after 48 hours of order placement but within the product lead time, Seller may request a 20% cancellation fee.

    5. Warranty

    Seller warrants that the Products and Services will correspond with their specifications at the time of delivery and will be free from defects in material and workmanship, subject to the following conditions:

    • Seller shall not be liable for any defect arising from specifications or custom requests supplied by the Buyer.
    • Seller shall not be liable for any defect arising from negligence, abnormal working conditions, failure to follow Seller's instructions, misuse, alteration, or unauthorized repair of the Products.
    • Buyer is not eligible for a replacement or refund if cells are refrozen, or if anything other than Seller's suggested protocol was used during the culture process.
    • Seller shall not be liable under any warranty if the total price has not been paid in full by the due date.

    6. Limitation of Liability

    SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS AND SERVICES. THE LIABILITY OF SELLER SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT(S) AND SERVICES GIVING RISE TO SUCH LIABILITY. ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF SHIPMENT.

    7. Returns and Claims

    Because of the biological nature of the Products, notification of alleged loss, dry ice evaporation, or damage in transit must be made to Seller immediately, and no later than twenty-four (24) hours of delivery. In the case of non-delivery, notification must be made in writing within seven (7) days after receipt of Seller's invoice. The Buyer must obtain written approval from Seller prior to returning Products, and freight and insurance for the return will be the Buyer's responsibility. Any Buyer claim based on product defects must be notified to the Seller in writing within seven (7) days from the date of delivery.

    8. Payment

    Payment shall be made at the time of order unless other written terms have been agreed upon. Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month. Buyer shall pay all costs of collection on unpaid amounts, including attorneys' fees.

    9. Force Majeure

    Seller shall not be liable for any delay or failure to perform due to causes beyond Seller's reasonable control, including but not limited to: acts of God, fire, flood, war, sabotage, government actions, import/export restrictions, strikes, power failure, pandemic or epidemic, or difficulties in obtaining raw materials or labor. If any such event continues for longer than 60 days, either party may terminate the order at no cost with written notification.

    10. Research Use Only

    Unless otherwise stated, Products sold by ClonalStem are intended for research use only and are not approved for human or veterinary diagnostic or therapeutic use. Buyer assumes responsibility that Products are suitable for their intended purpose.

    11. Intellectual Property and Use Restrictions

    All intellectual property rights related to the Products remain the sole and exclusive property of Seller. Buyer shall not reverse engineer, sequence, or modify the Products for commercial purposes. Buyer shall not sell, transfer, or distribute the Products (or any derivatives, modifications, or expanded populations thereof) to any third party. The Products are sold strictly for the Buyer's internal research purposes.

    12. Governing Law

    These Terms and Conditions shall be governed by and construed in accordance with the laws of the United States. Any disputes arising hereunder shall be resolved in the courts of competent jurisdiction.

    Last updated: September 2026

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