Terms and Conditions
All products and services are provided for professional research use only. Products will only be sent to institutes and companies involved in bona fide research. Products will not be sent to private addresses. Full payment is due within 30 calendar days. Any bank charges are the responsibility of the customer. All orders are subject to final acceptance by Cell Guidance Systems (CellGS).
Product Use Limitations
CellGS products and services are intended for research use only and are not to be used for any commercial purposes including the provision of services or use in diagnostic assays. THE PRODUCTS ARE NOT FOR THERAPEUTIC OR ANY OTHER USE IN HUMANS.
Limited Product Warranty
In the event that any product or service does not meet the performance standards stated in the product or service specification, if any, or CellGS fails to perform the service resulting from circumstances beyond its reasonable control, CellGS will, at its discretion, refund the customer the original price paid to CellGS or provide a credit note that must be used within 6 months. The Customer shall not claim any direct, indirect, or consequential loss or damage arising out of, or in connection with, CellGS’s failure to provide the products or perform a service. Similarly, CellGS shall have no liability for any direct, indirect, consequential or incidental damages arising out of the use of any product.
CellGS branded products will be shipped within six business days. Other products will be shipped within 15 business days. Matrigen products will usually be shipped within 15 business days, but please allow 25 business days. For online orders, shipping charges are stated with each order at checkout. For orders received by email or Fax, shipping will be added as follows: For the EU, dry ice shipping will incur a charge of € 75. Other shipments will be charged at € 25. In the US, these charges are $75 and $25 respectively. In the UK, these charges are £20 and £10 respectively. Please ask for charges to other locations. In the event that items cannot be shipped within the times indicated, the customer will be notified and will have the option to cancel the order (see Cancellation Policy below). The customer will not be charged until the order is ready to ship.
To cancel an order please email firstname.lastname@example.org. If the order has not been despatched no charge will be made. Any orders that have already ready been dispatched will be treated as returns (see below). Matrigen products are made to order and can only be cancelled if they have not yet been manufactured. A purchase order is a commitment to purchase.
You may return any item for a full value refund on the item purchase price - excluding shipping & handling fees, as long as the product is in its original condition and must not be removed from its original packaging. Return shipping costs shall be covered by the purchaser and shipping conditions must be the same as those used by CellGS for delivery of the goods. Products must be maintained in appropriate storage conditions prior to return. Return request must be made within 24 hours of receipt of your orders. For Matrigen products, which are made to order, returns will only be accepted where the product is faulty.
Smallest pack size for growth factors and small molecules are guaranteed. We will provide a full refund (excludes shipping charges). Claims must be made within 30 days of receipt of order.
These Terms and Conditions (T&C) tell you the terms and conditions which apply to all dealings, test and analytical services provided by the Laboratory at Cell Guidance Systems Ltd (We/Us). Please read this document carefully before ordering any Service from Us. You should understand that by ordering any of our Services you agree to be bound by these T&C and all transactions with us for laboratory services are and will be governed by them, to the exclusion of all other terms and conditions you may purport to apply. If you are viewing these T&C online, you should print a copy for future reference.
1 Information About Us
As part of its business Cell Guidance Systems provides various services. We are registered in England and Wales under company number 07122793 and with our registered office at Maia Building, Babraham Research Campus, Cambridge. Our VAT number is GB991436786
2 Service Availability
We can accept orders for our services from people resident or companies with trading addresses in all countries except for countries where we have an exclusive distributor. Please see our distributor list for details.
3 Your Status
By placing an order with us, the client (You/Your) warrant that:
3.1.1 You are legally capable of entering into binding contracts;
3.1.2 You are at least 18 years old;
3.1.3 You are not resident or Your company is not trading in one of the Excluded Countries;
3.1.4 You are authorised to place orders on behalf of Your Company.
4 Individual Services
4.1 Karyotype and Exosome Analysis Services
4.1.1 On receipt of the sample together with a completed Sample Submission Form, the nature of the sample and requested analyses will be reviewed. Subject to clause
4.1.2 We reserve the right to refuse to accept any sample(s) for analysis and You will be notified of any such decision.
4.1.3 Samples are generally analysed on a “first come first served” basis. We aim to complete the analyses within seventeen business days from receipt of sample although, this may be affected by other factors including instrument availability, type of analyses requested etc. Requests for express analysis are subject to a surcharge.
4.1.4 The analysis will only relate to the sample as received and not from any bulk from which the sample may have been taken.
4.1.5 It is the policy of Cell Guidance Systems not to provide interpretations or opinions on results of analyses although we will be prepared to discuss the facts contained in the analytical report.
4.1.6 We will not analyze clinical patient samples.
4.1.7 Karyotype samples will be disposed of once the service has been completed. NTA analysis samples will be retained for 30 days
4.1.8 Data will be stored for 90 days following the completion of the service and notification of results.
4.2 Custom Media Service
4.2.1 On receipt of the formulation a quotation will be generated
Subject to clause 4.2, We agree to provide the media as requested.
4.1.2 We reserve the right to refuse to accept any service requests You will be notified of any such decision.
4.1.3 Custom media are generally manufactured on a “first come first served” basis. We aim to complete formulation within thirty business days from receipt of formulation although, this may be affected by other factors including reagent availability, type of medium requested etc.
5 Health & Safety
5.1You must inform us of any hazard relating to samples submitted for analysis.
5.2 We will hold You responsible for any injury or illness that results from the handling of materials that are not clearly labelled as being of a hazardous nature.
6 Our Liability
6.1 Our liability to You whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the price paid for the analysis.
6.2 We are not responsible for indirect losses which happen as a side effect of the main loss or damage (such as loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time) however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
7 Price and Payment
7.1 The price for the analysis shall be as agreed between You and Us and shall be subject to VAT at the prevailing rate (if applicable).
7.2 Unless otherwise agreed, payment terms are 30 days from receipt of invoice.
8 Events Outside Our Control
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
8.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
8.2.1 Strikes, lock-outs or other industrial action.
8.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
8.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
8.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
8.2.5 Impossibility of the use of public or private telecommunications networks.
8.2.6 The acts, decrees, legislation, regulations or restrictions of any government.
8.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
9.1 If We fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these T&C, or if We fail to exercise any of the rights or remedies to which We are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations.
9.2 A waiver by Us of any default shall not constitute a waiver of any subsequent default.
9.3 No waiver by Us of any of these T&C shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.
If any of these T&C or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
11 Entire Agreement
11.1 These T&C and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
11.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these T&C.
11.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these T&C.
12 Our Right to Vary These Terms and Conditions
12.1 We have the right to revise and amend these T&C from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
12.2 You will be subject to the policies and terms and conditions in force at the time that You order Products from Us, unless any change to those policies or these T&C is required to be made by law or governmental authority (in which case it will apply to orders previously placed by You), or if we notify You of the change to those policies or these T&C before we send You the analytical report (in which case We have the right to assume that You have accepted the change to the T&C, unless you notify us to the contrary within seven working days of receipt by you of the analytical report).
13 Law and Jurisdiction
13.1 These T&C are subject to the law of England and Wales
13.2 All disputes arising out of these T&C shall be subject to the jurisdiction of the courts of England and Wales.
These terms and conditions may be updated from time to time. Last updated on the 11th August 2020.