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Terms and Conditions

ES Cell International (“ESI BIO-A DIVISION OF BIOTIME, INC”; “ESI BIO”) operates this website to inform and educate the research community, provide a forum for communication as well as to sell research reagents (“Products”) to the scientific community. The following terms of use (“Terms of Use”) apply only to customers (“BUYERS”) who purchase the Products presented on this web site. Separate terms (“Separate Terms”) outside of these Terms of Use, may be found on other documents associated with the Products, including but not limited to, quotations to our customers, invoices, product literature, contractual agreements and other written communications between our customers and issued by ESI BIO, BioTime, Inc. and/or its subsidiaries. These Terms of Use, and any applicable Separate Terms, are designed to make your purchase of Products easy and trouble free. These Terms of Use and applicable Separate Terms a contract (the “Contract”) between ESI BIO, BioTime, Inc. and/or its subsidiaries and its customers for the purchase and sale of the Products. If the Terms of Use found on this page conflict with the Separate Terms then the Separate Terms will prevail over these Terms of Use.

By accessing and using this website to purchase the Products, you accept and agree to all of the Terms of Use and, where applicable, the Separate Terms, and agree to be bound by all applicable international, national, federal, state and local laws and regulations. ESI BIO, BioTime, Inc. and/or its subsidiaries reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use or of any Separate Terms, including the right to block access from a particular Internet address or user to any web site operated by ESI BIO, BioTime, Inc. and/or its subsidiaries.

1. Order Acceptance
The Contract between ESI BIO and the BUYER is created when an order is accepted, either through receipt of written confirmation, or by submission of a purchase order, or by shipping product, or by initiating an action to provide with the products or services that have been ordered, or BUYER is deemed to have accepted these terms. All sales are subject to and expressly conditioned upon the terms and conditions contained herein. No variation of these terms and conditions will be binding upon ESI BIO unless agreed to in writing and signed by an authorized representative of ESI BIO.

2. Standard Orders
No minimum order quantity is required, unless specifically noted in the catalog. Orders cannot be revised or cancelled once a delivery note has been created. Additions to orders once a delivery note has been created must be entered on a separate order and may therefore be subject to additional shipping charges.

3. Pricing
List prices can be obtained by visiting the ESI BIO website www.esibio.com or by contacting Customer Service toll-free at 1.877.636.4978. ESI BIO reserves the right to change pricing without notice.

4. Shipping
Typically orders are shipped Monday through Thursday for next day delivery. A Saturday delivery may be accepted upon request and may result in additional charges. ESI BIO reserves the right to choose the shipper and the method of shipping. Freight or shipping and handling charges will be prepaid and added to the invoice. All shipments are freight on board (FOB) shipping point. Title to and responsibility for the Products passes to the BUYER when the Products are physically passed to the commercial carrier Delivery dates and times are estimates only. ESI BIO will make all reasonable attempt(s) to ship Products in a timely manner. Depending on Product availability, Product(s) may be delivered in installments. Installments will be invoiced on a per shipment basis and are due according to the terms of each individual invoice, without regard to subsequent deliveries.

ESI BIO is not liable for any loss, expenses, claims, or damages during the course of shipment. This includes accidents, theft, vandalism, labor difficulties, or disputes, weather extremes, other acts of nature, or other circumstances causing a delay in delivery.

5. Changes and Cancellations
Orders may only be changed or cancelled through written agreement between the BUYER and ESI BIO. ESI BIO reserves the right to charge the BUYER a cancellation fee. BUYER agrees to pay the change or cancellation fees, which shall include, but not exceed, expenses and costs incurred by ESI BIO because of the change or cancellation. Such charges shall include, but are not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on ESI BIO by its suppliers, and any other cost resulting from change or cancellation of the order.

6. Shortages and Damages
Immediately upon receipt of any Products, BUYER must inspect the Products and notify ESI BIO in writing (at FAX (510) 521-3389) within five (5) working days of any claims for shortages, damages or Product defects or defects in packaging. If such shortages, defects or damages are discovered, BUYER should hold the goods for written instructions from ESI BIO concerning disposition. Failure to notify ESI BIO within five working days after the receipt of the Products shall constitute acceptance of the Products as having been delivered without shortage, or shipping-related damage or any defects of any kind.

Not all requests for returns will be granted and will be assessed on a case-by-case basis. Please contact the Customer Service team at 1.877.636.4978 to request authorization to return, information, or clarification of our policies.

7. Standing and Blanket Orders
ESI BIO provides both “Standing” and “Blanket” orders. Standing Orders are prearranged shipments of Product at a specified price on a recurring basis. A Blanket Order is an agreement to provide Products at a specified price on a “per-order” basis.

8. Allocation of Goods
If ESI BIO is unable for any reason to supply the total amount of Products specified in a processed order, ESI BIO reserves the right to allow its manufacturer ESI BIO to allocate the Products to customers without liability for any failure of performance which may result.

9. Payment Terms
Payment terms are net 30 days from invoice date.  Payments by the BUYER in international territories shall be in US dollars.  ESI BIO reserves the right to conduct a credit check and may delay or postpone the delivery of the Products based on the BUYERS ability to pay the invoice within the payment terms.  In the case that the BUYER defaults on their obligations to pay ESI BIO in compliance with the payment terms, ESI BIO may change the payment terms for any undelivered Product, defer delivery of undelivered Product, sell any undelivered Products, or cancel the Contract altogether.  BUYER agrees to pay all costs, including but not limited to, reasonable attorney, accounting fees, and other expenses of collection resulting from any default by BUYER in any of the terms. If the BUYER is a tax-exempt agency, a copy of the tax exemption certificate must be presented with purchase order by faxing a copy to ESI BIO – A Division of BioTime, Inc. Attention: Accounting at 510-769-5420.

10. Payment Options
Product may be reserved through a purchase order agreement between the BUYER and ESI BIO, BioTime, Inc. and its subsidiaries. Reserving Product requires a purchase order (PO) outlining the Separate Terms of the purchase (PO number, product type, quantity, price, ship date, etc.). A NON-REFUNDABLE storage fee may be charged for Product on reserve. Credit Cards are also accepted in the form of Visa, Mastercard, and American Express.

11. Compliance with Labor Laws and Regulations
ESI BIO certifies that to the best of their knowledge that the Products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules and orders issued pursuant thereto.

12. Research Use Only
All Products are for RESEARCH USE ONLY, AND are not approved for use in human, therapeutic, or diagnostic applications. All products must be used according to our instructions. ESI BIO does not submit the Products for regulatory review or approval by any government or other regulatory organization for any particular use, including clinical use. BUYER must use the Products in compliance with all applicable laws and government regulations and obtain all necessary approvals and permission needed. BUYER represents and warrants that their particular use of products will not violate any law or regulation.

13. Limited Warranties
ESI BIO, BioTime, Inc. and/or its subsidiaries guarantees and warrants that the Products will perform within stated specifications found on the Technical Data Sheet(s) associated with each individual Product (“TDS”) up until the Product’s expiry date. The Technical Data Sheets are available on this web site and through our distributors or by request to our Customer Service. All guarantees and warranties are only valid if the Products are used in accordance with the instructions and protocols provided. It is solely the user’s responsibility to make sure the Products are suitable for their particular use. Our warranties do not apply to defects or failures caused by: (a) use of the Products in an improper, inadequate, or unapproved manner, such as failure to follow our instructions; (b) use of the Products outside of stated environmental specifications; (c) neglect or accident caused by the BUYER. 

We do not support or make any warranties about products manufactured by third parties. Our warranties extend only to the original purchaser, and cannot be transferred. In no event will our total liability for breach of warranty exceed the purchase price of the product or service. The above warranties are exclusive, and we make no other representations or warranties of any kind whatsoever, express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose, or non-infringement, or regarding results obtained through the use of any product or service, whether arising from a statute or otherwise in law or from a course of performance, dealing or usage of trade, all of which are expressly disclaimed.

ESI BIO will not be liable under any legal theory (including but not limited to contract, negligence, strict liability in tort or warranty of any kind) to the maximum extent permitted by law, for any indirect, special, incidental, punitive, multiple, exemplary or consequential damages (such as but not limited to: lost profits, lost data, loss of business loss of goodwill or loss of revenue) that you might incur under the contract, or that may arise from or in connection with our products. Our maximum aggregate liability is limited to the amount you paid to us for the product purchased. These provisions do not limit our liability for death or personal injury caused by our negligence or fraud, fraudulent misrepresentation or any other liability that cannot be excluded by law.

14. Indemnification
BUYER agrees to indemnify and hold harmless ESI BIO, its employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that ESI BIO may sustain or incur as a result of any claim against ESI BIO based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by customer, their officers, agents, employees, successors or assigns, or by customer's customers, by any end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of the Products, or by reason of customer's failure to perform their obligations contained herein. BUYER shall notify ESI BIO in writing within fifteen (15) days of BUYER’S receipt of knowledge of any accident, or incident involving the Products which results in personal injury or damage to property, and customer shall fully cooperate with ESI BIO in the investigation and determination of the cause of such accident and shall make available all statements, reports and tests made by customer or made available to customer by others. The furnishing of such information or any investigation by ESI BIO of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by ESI BIO.

15. Limited Time Use
Unless otherwise provided in applicable Separate Terms, our sale of Products grants a limited, non-transferable right to use Products for internal research purposes. Additional use may require a license from ESI BIO, BioTime, Inc. and/or its subsidiaries or a third party.

16. Resale and Commercial Use
The act of purchasing ESI BIO Products does not convey to the BUYER, expressly, by implication, or by estoppel, a right to resell Products or any component or derivative of that Product. Unless ESI BIO expressly states otherwise in Separate Terms, ESI BIO, BioTime, Inc. and/or its subsidiaries provide no rights to use Products in commercial applications of any kind, including manufacturing, quality control or commercial services. If you require commercial use rights to our products (including the right to perform fee-for-services), please contact ESI BIO’s out-licensing at licensing@esibio.com. To the extent that the BUYER’S use of Products is outside the research use rights granted herein, it is solely the BUYER’s responsibility to acquire additional intellectual property rights related to such use. Nothing in the Contract limits ESI BIO, BioTime, Inc. and/or its subsidiaries ability to enforce intellectual property rights.

17. Miscellaneous
ESI BIO’s failure to strictly enforce any term or condition of these Terms of Use or Separate Terms or failure to exercise any right arising hereunder shall not constitute a waiver of ESI BIO’s rights to strictly enforce such terms or conditions or exercise such rights thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies ESI BIO may have at law or in equity. If any provision of the Terms of Use or the Separate Terms or the warranties shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation.

18. Governing Law
All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the State of California including its conflict of laws principles.

19. Trademarks
ESI BIO, ESI BIO logo and all other trademarks mentioned herein are the property of BioTime, Inc. and/or its subsidiaries or their respective owners. BioTime, Inc. trademarks include: ESI BIO™, HyStem® , Heprasil® , PureStem® , Glycosil® , Gelin-S® , VitroCol® , Nutragen® , Extralink® 

Reference to or use of a product, service, or process does not imply recommendation, approval, affiliation, or sponsorship of that product, service, or process by ESI BIO or the parent company, BioTime, Inc. and/or its subsidiaries unless otherwise noted.

Brand Assets

ESI BIO Brand logo

The ESI BIO logo should be used in most instances where the descriptor will become too small to be legible. This logo should be used on lanyards, pens, product labels, and any medium that is smaller than 1 inch in height. This logo may also be used on product documentation, marketing materials, and digital media. Colors: PMS 295U, 293U.

Color logo: GIF | JPG
Black logo: GIF | JPG

ESI BIO Logo Use

ESI BIO Logo with BioTime, Inc.
The ESI BIO division logo is an alternative logo that should be used with company email signatures, corporate and legal contracts, customer communication letters, letterhead, signage, and technical product documentation. Colors: PMS 295U, 293U, and 421U.

Color logo: GIF | JPG
Black logo: GIF | JPG