Terms & conditions of sale
Last updated: 2025-04-30
Table of Contents
1. General Provisions.
These Terms and Conditions of Sale (“Terms") will govern all purchases of Products as defined below from VoxCell BioInnovation Inc. and its affiliates (individually and collectively, “VoxCell”) by you, the person, company, or any other legal entity (“Customer"). VoxCell's offer to sell Products to Customer is conditioned upon Customer's acceptance of these Terms.
2. Agreement.
These Terms, together with VoxCell's quotation respecting the relevant Products, constitute the entire agreement between VoxCell and Customer regarding the sale of such Products (“Agreement"). The Agreement is created when VoxCell accepts Customer's order by sending Customer a written confirmation that it will provide the Products. Any and all prior agreements, understandings or representations related to such order, whether oral or in writing, including any Customer's terms and conditions that may be set out in any purchase order, are hereby rejected by VoxCell, and do not apply. In the event of a conflict between any terms and conditions contained in any purchase order, confirmation or other writing for the purchase of Products and these Terms, these Terms will prevail and govern. If one or more of these Terms are held invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability will not affect the remaining Terms.
3. Definitions.
“Product(s)" mean reagents, consumables, including the software products and parts contained therein, and any other goods, parts or products including those described in VoxCell’s catalog and/or otherwise described on VoxCell’s website purchased under these Terms. Except to the extent that these Terms may be referenced in any separate written agreement that may be entered into between VoxCell and Customer respecting Custom Products, Products does not include Custom Products.
“Custom Product(s)" means a Product modified by VoxCell in response to Customer’s specific written instructions, specifications, or statement of work that has been mutually agreed to by the parties in writing. Custom Products include such items as custom packaging, quantity changes, reformulation or other customization of an existing catalog Product.
4. Orders.
4.1 Order Placement. Customer may place an order for Products by contacting VoxCell's Customer Experience Department at 1-672-974-8850 or by visiting VoxCell's website at www.voxcellbio.com . Upon placing an order, VoxCell's Customer Experience Department will respond in writing, confirming the price, shipping method and charges and delivery schedule for Products. Upon receipt of the order confirmation, Customer shall verify the information and immediately notify VoxCell's Customer Experience Department of any inaccuracies.
4.2 Order Changes and Cancellations. Customer may cancel or change orders for regularly stocked Products before the order is processed, by notifying VoxCell’s Customer Experience Department. Orders are generally processed by VoxCell within one business day of receipt of the order.
5. Price and Other Charges.
The price of Products (other than Custom Products) shall be VoxCell's then-current published catalog prices at the time of order unless otherwise agreed to in writing by VoxCell. VoxCell reserves the right to change the Product's published catalog price at any time without notice. The price for Custom Products shall be as specified in the quotation for such Custom Products or otherwise agreed to in writing by VoxCell. In addition to the price, Customer is responsible for any applicable shipping and handling charges, which will be added to the invoice. Customer is also responsible for any taxes, duties, levies and other government fees that may apply to the order. Such taxes, duties, levies or fees will be added to the invoice unless Customer claims an exemption and provides a valid signed certificate of exemption or letter of exemption. In countries where VoxCell is not permitted to add such charges to the invoice, Customer is responsible for remitting payment of such amounts to the appropriate authority.
6. Payment.
An invoice for Products will be sent by email and/or with the shipment of Product and shall be due 30 days from date of invoice unless subject to a good faith dispute. All payments shall be in Canadian dollars. If Customer places the order with a credit card, the credit card will be charged on the invoice date. VoxCell may charge Customer a late payment fee equal to the lesser of 1.5% or the maximum rate allowable by law per month on any undisputed balance which remains unpaid for a period of 30 days from its due date, without prejudice to other remedies available by law. If Customer’s account is referred to collection, Customer shall pay any collection costs incurred by VoxCell, including any legal fees and expenses.
7. Product Delivery and Returns.
7.1 Delivery.
Products may be shipped in a single shipment or in installments. Shipment in installments will be invoiced separately except that Customer will not be charged additional shipping charges if an order shipped in installments due to a backorder. Products may also be scheduled to ship as a standing order. All Products will be shipped FCA shipping point as defined in Incoterms 2020. VoxCell will not be liable for any delays, loss or damage occurring during shipment. Promptly following receipt of Product, Customer shall notify VoxCell's Customer Experience Department of any shortages or damages.
7.2 Returns.
Products may be returned only upon VoxCell's approval in which case, VoxCell's Customer Experience Department will, at its sole discretion, provide a return material authorization number and return instructions, or require destruction of the Product at Customer's site. Products authorized for return must arrive at VoxCell's facilities in a satisfactory condition for resale unless the damage or defect was caused by VoxCell. At VoxCell's request, Customer shall provide a properly completed certificate of decontamination prior to the return. A restocking fee of 25% will be charged on authorized returns that are not due to VoxCell's error. Shipping charges will not be refunded. If Customer is issued a credit for a return and Customer's account is outstanding, Customer may use such credit towards the outstanding balance.
8. Warranty.
8.1 Limited Warranty.
(a) Reagents and Consumables. For Products that are reagents or consumables (except for Custom Products), VoxCell warrants to Customer that the Product upon delivery, substantially conforms to the specifications as set forth in the applicable Certificate of Analysis in effect at the time of manufacture for the stated shelf life of the Product.
8.2 Exclusions.
The above warranty for Products that are reagents or consumables does not apply if VoxCell determines in its sole discretion acting reasonably, with documentary evidence to support such determination, that the nonconformance was a result of (1) alteration, misuse or neglect of the Product; (2) failure to use or store Product in accordance with VoxCell's instructions, including any product label and limited use statement; or (3) accident or acts of nature.
8.3 Warranty Claims and Remedies.
Upon suspicion of a non-conforming Product, Customer must promptly notify VoxCell in writing within fourteen (14) days following delivery of the Product, and if VoxCell determines that the Product is non-conforming and authorizes the Product for return or destruction, Customer shall do so in accordance with VoxCell's instructions. For timely and valid warranty claims, VoxCell, at its sole discretion and expense, will replace the non-conforming Product or provide a credit or refund.
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8.4 Limitation of Warranty.
The above warranty does not extend to anyone other than the Customer as the original purchaser of the Product. The above warranty is Voxcell's only liability and Customer's only remedy for any non-conforming Product. Except for the above warranty, all Products are provided 'as is" without warranty of any kind, whether express, implied or statutory.All warranties, conditions, and terms implied by statute or common law, including those relating to merchantability and fitness for a particular purpose, are excluded to the fullest extent permitted by law, and VoxCell expressly disclaims any and all warranties ofnon-infringement and any implied warranties regarding results obtained from the use of any Product. The parties expressly agree that the United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement. Further, the provisions of the Sale of Goods Act (British Columbia) and any other similar legislation implying terms or conditions into contracts for the sale of goods, are hereby excluded in their entirety.
8.5 Third-Party Products.
VoxCell makes no warranty whatsoever regarding Products manufactured or furnished by third parties. Any such Products are subject to the warranties of their respective manufacturers, if any. Upon written request from Customer, VoxCell will transfer any such warranties to Customer to the extent they are transferable. Customer is responsible for any costs that may be charged by such third party manufacturer or supplier for such warranty transfer.
9. Compliance with Laws.
VoxCell represents and warrants to Customer that Products are manufactured and supplied in a professional and workmanlike manner, in compliance with all applicable laws and regulations pertaining to the intended use of the Product. Customer represents warrants, and covenants that it will use the Products in compliance with all applicable laws and regulations. VoxCell makes no representation that the Products will meet or satisfy standards of any governmental body, including the U.S. Food and Drug Administration. It is Customer's responsibility to ensure that the Product is adequate to meet Customer's regulations or certification requirements of any governmental body or other organization, including, but not limited to, any requirement of the U.S. Food and Drug Administration.
10. Use and Restrictions.
10.1 Authorized Use.
Customer acknowledges that VoxCell sells Products for the Customer’s internal research use only unless labeled otherwise. Products that are for internal research use are labeled 'Research Use Only" and are not for use in any diagnostic, manufacturing or therapeutic procedures. Except as otherwise agreed to by VoxCell in writing, in selling the Products, VoxCell only conveys to Customer the non-transferable right to use the quantity of Products purchased only for its intended use as stated herein and Customer may not use Product in any commercial applications, or transfer, resell, or modify Product for resale to a third party. Customer may use GPR Product as permitted by the U.S. Food and Drug Administration. If Customer needs commercial use rights to a Product (including the right to use in manufacturing, quality control, or to perform fee-for-services), Customer must contact VoxCell's Licensing Department at hello@voxcellbio.com. Products may also be subject to other licenses, limited use statements including any notice to purchaser and/or limited use label licenses ('Limited Use Label License"), which may be located at or specified on www.voxcellbio.com, or on the product label, quotation, or on other documentation accompanying the Product. Any applicable Limited Use Label Licenses are incorporated herein by reference as if set forth in their entirety. By using the Product, Customer hereby accepts the terms and conditions of all applicable Limited Use Label Licenses.
10.2 Risks and Hazards.
It is the Customer’s responsibility to learn about any risks and hazards associated with the Product and use and handling thereof, and to inform others of such risks and hazards as necessary. Customer shall comply with VoxCell's instructions, including any Material Safety Data Sheets (MSDS), which are available at www.voxcellbio.com or by contacting VoxCell's Customer Experience Department at 1-672-974-8850.
11. Ownership; Intellectual Property.
As between VoxCell and Customer, VoxCell exclusively owns all intellectual property rights related to Products, including but not limited to all methods, materials and equipment ('VoxCell Technology"). Nothing in these Terms shall be deemed or construed (1) as a license to or grant of any VoxCell Technology or any other intellectual property, whether implied, by estoppel or otherwise (2) to limit VoxCell's rights to enforce its intellectual property rights to VoxCell Technology, including, without limitation, using the Product beyond the use granted under any Limited Use Label License or statements applicable to the Product; (3) as granting Customer any right to be supplied with Products or components thereof beyond those supplied by VoxCell in accordance with these Terms; or (4) as a license or grant of any right to manufacture or to have manufactured the Products. Customer must obtain all necessary approvals, intellectual property rights, licenses and permissions that Customer may need to use the Products. As between VoxCell and Customer, Customer exclusively owns all intellectual property rights that 1) are not related directly to the Product, do not depend on the Product or modify the Product and/or 2) are conceived or reduced to practice by Customer through its authorized use of the Products (collectively, “Customer Property”). VoxCell hereby assigns all right, title, and interest in and to Customer Property to Customer. Customer hereby assigns to VoxCell all right, title and interest in any intellectual property rights developed through its unauthorized use of the Product and/or any intellectual property rights related to a modification or derivation of the Product. Both parties agree to provide reasonable assistance in helping the other perfect title to its respective intellectual property rights.
12. Indemnity.
12.1. Indemnity.
(a) General Indemnity. You the Customer, agree to indemnify, defend, and hold harmless VoxCell, its affiliates, and their respective employees, agents, officers, and directors from and against any claims, actions, demands, liabilities, damages, losses, or expenses (including legal fees and expenses) arising out of or in connection with your use of our Products, services, or website, including any violation of these Terms and Conditions, infringement of intellectual property rights, or any other wrongful conduct by you or any third party using your account.
(b) Infringement Indemnity. VoxCell will defend and indemnify Customer from and against infringement damages finally awarded in any legal action brought by a third party against Customer to the extent that the action is based on claim that the manufacture and sale of Product by VoxCell infringes on such third party's patent, copyright, trademark or other intellectual property right, and that VoxCell had actual knowledge of such intellectual property right and actual infringement at the time VoxCell ships the Product. This infringement indemnity does not apply to claims arising from: (1) the manufacture or sale of any Custom Product made pursuant to Customer's instructions, specifications, statement of work, or other directions; (2) Customer's use or resale of Products; (3) modifications to the Products made by Customer or any third party; (4) Products originating from third parties; (5) Customer's failure to acquire rights to use the Product, including as required by this Agreement; (6) Products made, assembled or labeled in reliance on materials and information provided by Customer; or (7) Customer's failure to comply with this Agreement. VoxCell shall have no obligation to indemnify Customer against any claims for infringement if VoxCell, at its sole option and expense, either: (1) secures the right for Customer's use of Product; (2) substitutes the Product with another suitable product with similar functionality; or (3) requires the return of Product for a refund of the price paid. This indemnity is VoxCell's only liability and Customer's only remedy for any infringement or claimed infringement of a third party's intellectual property rights in connection with any Product.
(c) Conditions to VoxCell's Indemnity. Customer shall notify VoxCell in writing immediately upon becoming aware of any such claims or actions, and shall not admit liability or take any other action that could affect the defense of same. Customer shall allow VoxCell to control the defense or settlement of any such claims or actions and reasonably assist VoxCell in thereof.
12.2 Customer Indemnity.
Customer will defend and indemnify VoxCell, its affiliates and their respective officers, directors, employees and agents from and against any and all claims, actions, demands, losses, damages, liabilities,and expenses (including reasonable attorneys' fees and expenses) in connection with a claim asserted by a third party arising out of: (a) negligence or willful misconduct of Customer, its agents, employees, representatives or contractors; (b) VoxCell's compliance with Customer's instructions, specifications, statement of work, or other directions; (c) alleged infringement from the use of Product with materials or equipment not supplied by VoxCell where the Product itself would not be infringing; (d) Customer's use of Products in an application or environment for which it was not designed or intended; (e) modifications to the Products not approved in writing by VoxCell; (f) Customer's failure to use Product in compliance with the Limited Use Label License; or (g) Customer's failure to acquire rights to use the Product, including as required by the Agreement. VoxCell shall notify Customer in writing immediately upon becoming aware of any such claims or actions, and shall not admit liability or take any other action that could affect the defense ofsame. VoxCell shall allow Customer to control the defense or settlement of such claim and reasonably assist Customer in thereof.
13. Limitation of Liability.
Neither party shall be liable for any indirect, special, or consequential damages (including loss of profits), even if such party may have known of the possibility of such damages. VoxCell shall not be liable for any loss or injury resulting from a Product including any loss or injury resulting from an error or failure of a Product’s performance in accordance with its specifications, To the maximum extent permitted by law, the total liability of VoxCell and its affiliates under this agreement shall not exceed the total amount paid by Customer for the Product.
14. Export Control.
Customer acknowledges that Products are subject to Canadian export control laws and regulations, and represents and warrants that it will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Products (including products derived from or based on such technology) to any destination, entity, or person prohibited by the laws or regulations of Canada.
15. Technical Assistance.
VoxCell may provide technical assistance and information regarding Products in gratis at its sole discretion. Customer assumes sole responsibility for any reliance on or use of such assistance and information and VoxCell makes no warranty thereon.
16. Miscellaneous.
Customer may not assign the Agreement without VoxCell's written consent. VoxCell may assign the Agreement without consent. The Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada and the laws of Canada in force therein without regard to any conflict of law principles that would require the application of the laws of a different jurisdiction, except for matters pertaining to patents and other intellectual property rights which shall be governed by the laws of the jurisdiction in which such intellectual property rights exist. Except for payment obligations, neither party shall be responsible for failure to perform its obligations due to natural disasters or other force majeure causes beyond its reasonable control. Neither party shall use the name of the other party or of its employees in any promotion or publication without the other party's prior written consent. The failure of either party to assert a right hereunder or insist upon compliance with any term of the Agreement shall not constitute a waiver of such right or excuse a similar subsequent failure to perform any such term by the other party.
Where Can I Get Further Information?
If you have any questions about our Terms & Conditions for Sale or other technologies, please email at hello@voxcellbio.com, by telephone at 672-974-8850 or via post at:
VoxCell BioInnovation, Inc.
Attn: Customer Support
300-637 Bay Street
Victoria, BC V8T 5L2