Terms of Sale

Download the Authoritative Terms and Conditions (PDF)

The binding legal terms for all sales are contained in the CellScale Terms and Conditions PDF. If there is any conflict between this web page summary and the PDF, the PDF controls.

Download: CellScale Terms and Conditions (PDF download)

Summary of Key Sales Terms

This section provides a plain-language overview for convenience. Defined terms and full legal details are in the PDF.

Pricing and quotations

• Prices are typically in USD unless CellScale documentation states otherwise.
• Prices include CellScale’s usual factory quality tests/inspection and standard packing practices.
• Prices are FOB Shipping Point unless otherwise indicated.
• For international shipments, export/import duties, customs fees, and brokerage fees are generally not included unless stated on the quotation.
• Buyer is responsible for compliance with applicable export control requirements.

Delivery, title, and risk of loss

• Delivery dates are approximate and depend on timely receipt of required information, Buyer’s compliance with payment terms, and any required export/import licensing being in effect.
• Partial deliveries may be permitted.
• Title and risk of loss generally pass to Buyer upon shipment from the CellScale facility.
• Buyer grants CellScale a security interest in Products until paid in full, and Buyer may be required to execute documents to perfect that interest.
• CellScale determines delivery method and routing.
• If Products cannot be delivered when ready due to specified delay causes, CellScale may place Products in storage and associated costs may become payable by Buyer.

Cancellation and rescheduling

• Orders deliverable within 30 days generally cannot be cancelled or rescheduled.
• Buyer-driven cancellations or schedule changes beyond 30 days may result in pricing adjustments and/or cancellation fees.

Payment and late payments

• CellScale typically invoices upon shipment; invoices are due within 30 days from the billing date unless otherwise agreed.
• If an invoice is past due, CellScale may suspend deliveries or terminate the contract after providing written notice (per the PDF).
• Interest may accrue on past-due amounts at 1.5% per month or the maximum rate permitted by the applicable governing law, whichever is less.
• Buyer may be responsible for reasonable collection costs, including legal fees and court costs.
• For non-recurring engineering charges (NRE), cancellations after work begins may require payment proportional to work completed; NRE charges are nonrefundable.

Taxes, duties, and fees

• Prices generally do not include sales, use, excise, gross receipts, export, or similar taxes, which are the responsibility of Buyer unless expressly provided otherwise.

Packing, marking, and shipping

• Products are prepared, packed, and shipped in accordance with good commercial practices unless otherwise directed.
• Buyer agrees to reimburse CellScale for costs associated with non-standard packing, marking, or shipping instructions requested by Buyer.

Delays and force majeure

• CellScale is not liable for delays caused by events beyond its reasonable control, including certain governmental actions, carrier delays, labor/material constraints, fires, strikes, sabotage, epidemics, and other specified causes.
• If certain delays extend beyond specified periods, either party may have termination rights for the unexecuted portion as described in the PDF.

Warranty

• CellScale warrants Products will be free from defects in materials and workmanship and will meet published specifications, subject to the warranty terms in the PDF.
• The remedy is generally limited to repair or replacement at CellScale’s election, subject to return requirements and timing.
• Buyer is generally responsible for return freight and insurance to CellScale; CellScale generally covers freight and insurance for return shipment back to Buyer, subject to the PDF’s conditions.
• The warranty does not apply to damage resulting from accident, disaster, improper maintenance, unauthorized modification/repairs, or misuse/misapplication/abuse.
• Warranty periods: generally one (1) year for hardware/systems and ninety (90) days for licensed software, measured as stated in the PDF.

Limitation of liability

• CellScale’s total liability on claims arising from the contract or Products is limited as stated in the PDF and generally will not exceed the price allocable to the Product or service giving rise to the claim.
• CellScale is not liable for special, consequential, incidental, indirect, punitive, or exemplary damages as described in the PDF (including loss of profit, loss of use, downtime costs, and similar categories).

Restricted uses (life support and nuclear)

• Products are not to be used in life support applications where failure could result in injury or death, or in nuclear applications, as described in the PDF. Users assume risks and agree to indemnification obligations for such uses.

Software licensing and rights in products and data

• Any “Licensed Software” provided with Products is licensed, not sold.
• Buyer receives a nonexclusive license to use Licensed Software with, and only with, the items supplied by CellScale, subject to restrictions in the PDF (including limitations on disclosure and copying).
• CellScale retains ownership of its Products, Licensed Software, and intellectual property rights, and does not convey rights beyond those expressly granted.

Intellectual property indemnity

• CellScale’s IP indemnity commitments and Buyer obligations (including notice and cooperation requirements), plus available remedies, are described in the PDF.

Governing law and dispute resolution

• The contract is governed by the laws of Ontario, Canada, without regard to choice-of-law rules, with dispute resolution provisions described in the PDF.

Order of precedence

If documents conflict, the PDF describes how inconsistencies are resolved, including precedence among any master agreement, specific terms, purchase order face terms (excluding conflicting boilerplate), and the general terms.

Contact Us

If you have questions about these Terms of Sale or need a copy of the PDF for procurement files, contact:

• Email: info@cellscale.com
• Phone: +1-519-342-6870