TERMS AND CONDITIONS OF SALE

(All Products except Primary Cell Products with Catalogue Numbers 70000-70999)

ACCEPTANCE
These Terms and Conditions of Sale (this “Contract”) shall govern all orders for the purchase of products from STEMCELL Technologies Canada Inc. , the STEMCELL Group of Companies and each of its subsidiaries and affiliates (hereinafter referred to as “STEMCELL”, “we” or “our”). The purchaser (hereinafter referred to as “Purchaser”, “you”, or “your”) will be deemed to have assented to this Contract by ordering products. No variation of these terms and conditions will be binding upon STEMCELL unless agreed to in writing and signed by an authorized representative of STEMCELL.

PAYMENT TERMS
All invoices are issued at time of shipment and are payable within 30 days thereafter, unless otherwise required by STEMCELL. Payment should be made in accordance with the instructions on the invoice issued to you. Please contact us for bank account details when submitting remittance by bank wire transfer.

Any products and services tax, sales tax, use tax, manufacturers tax, occupation tax, excise tax, value added tax, duty, customs, inspection or testing fee, or any other tax, fee or charge of any nature imposed by any government authority or measured by the transaction between STEMCELL and Purchaser will be paid by Purchaser in addition to the purchase price. If STEMCELL is required to pay any such tax, fee or charge, then Purchaser will reimburse STEMCELL immediately upon receiving a request in writing from STEMCELL.

If the Purchaser fails to make any payment when due under this Contract, then the Purchaser will pay to STEMCELL interest on the amount unpaid from the date when payment is due until payment is made at the rate of 1.5% per month compounded monthly (equivalent to 19.56% per annum), calculated and payable monthly, as well after as before any judgement.

PRICES
Please contact STEMCELL or your local distributor for a current price list. Prices are subject to change without notice.

SHIPPING & DELIVERY
North America: All Canada and U.S. orders are shipped from a STEMCELL facility in North America FOB Origin, Prepay and Add. Under this term, transportation and cargo insurance will be arranged for and paid by STEMCELL, and then invoiced by STEMCELL to the Purchaser.

International: All STEMCELL international orders are shipped FCA Origin (Incoterms 2010). In addition, as provided for under FCA Origin, STEMCELL will act as a transportation agent and will assume responsibility to arrange for and pay for transportation and insurance to the point of entry in the Purchaser's country and to invoice the Purchaser for those costs.

For International shipments, the Purchaser assumes all responsibility for the importation of the product into the Purchaser’s country, including obtaining all required permits, licenses or certificates. STEMCELL shall not be liable, under any circumstances, for the failure of any government authority to issue such permits, licenses or certificates

Other Domestic: All other domestic (intra-country) orders shipped from STEMCELL facilities not located in North America (for example, Australia and China) are shipped at the expense and risk of the Purchaser. In addition, transportation and cargo insurance will be arranged for and paid by STEMCELL and then invoiced by STEMCELL to the Purchaser.

For each of the above, risk of loss or damage to the products, as well as the obligation to bear any costs relating thereto, shall pass to the Purchaser upon STEMCELL making delivery to a carrier at STEMCELL’s facility in good condition. Title to the products shall pass from STEMCELL to Purchaser when STEMCELL has been paid the purchase price in full.

CLAIMS & RETURNS
Product returns will not be accepted by STEMCELL without prior written authorisation. Request to return products must be made within seven days of receipt. STEMCELL reserves the right to test a sample of the product prior to authorising the return of the remaining product and to deny return if, in the opinion of STEMCELL, the product complaint is a result of inappropriate usage or handling rather than a failure of the product to meet specifications as outlined on our Product Information Sheets, when used under normal conditions in your laboratory. Return of custom products will not be authorised if such product meets the specifications on the custom order form. In case of a purchasing error or change in the order after the product has been shipped, a 25% restocking fee will be charged. If STEMCELL makes a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited.

AUTHORIZED USES
Products are sold for laboratory Research Use Only, Not For Diagnostic or Therapeutic Use, and are not to be administered to humans. Products bearing the CE mark are For In Vitro Diagnostic Use Only, and provided for professional use in the European Union (EU). Purchaser shall not reverse-engineer, analyze or otherwise attempt to derive the properties, composition, construction or method of manufacture of any of the products, including but not limited to, analysis by physical, chemical or biochemical means and shall not cause a third party to do the same.

NO RESALE
The Purchaser shall not make products or any portion of them, in any way, shape or form, including as a component of another product available for the purpose of further resale or alter or remove the product label and the STEMCELL mark of origin without the express written permission of STEMCELL.

CATALOGUES; PRICE LISTS AND ADVERTISEMENTS
Any descriptions or illustrations contained in STEMCELL’s catalogues, price lists and advertisements or otherwise communicated to Purchaser are intended merely to present a general idea of the products so described. Nothing contained in any of them will form any part of this Contract.

WARRANTY
Products supplied by STEMCELL, with the exception of instruments, are warranted to meet the specifications provided on our Product Information Sheets when used under normal conditions in your laboratory for a period expiring six months after the date of their purchase or the expiry date specified on the packaging of the product, whichever is earlier. Should any product fail to perform as specified during the warranty period (the “Product Warranty Period”), STEMCELL will credit the purchase price to the Purchaser’s account or replace the product free of charge. This warranty is exclusive and limits our liability to the replacement of the product or, at our option, full credit of the original purchase price. Instruments supplied by STEMCELL are warranted to meet the specifications provided in our Instrument Specifications Sheets when operated in accordance with our Technical Manuals for a period expiring twelve months after the ship date indicated on your invoice, unless specified otherwise by STEMCELL in writing. Should any instrument fail to perform as specified during the warranty period (the “Instrument Warranty Period”), STEMCELL will repair or replace the Instrument or Instrument part(s) free of charge. This warranty is exclusive and limits our liability to the repair or replacement of the Instrument or Instrument part(s). ANY PRODUCT OR INSTRUMENT NOT COVERED BY AN EXPRESS WRITTEN WARRANTY IS SOLD “AS IS”, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. A warranty will not apply to a product or instrument that fails to perform its specific function due to misuse, improper storage, use beyond expiry date or accidental damage.

DISCLAIMER
THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY STEMCELL IN CONNECTION WITH THE PRODUCT AND IS, WHERE PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THE PRODUCT, HOWEVER ARISING (WHETHER BY CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE), INCLUDING, WITHOUT RESTRICTION, ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THAT IT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, WILL BE LIMITED IN DURATION TO THE WARRANTY PERIOD STIPULATED UNDER THE ABOVE LIMITED WARRANTY.

IN NO EVENT WILL STEMCELL BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ANY ECONOMIC LOSSES OF ANY KIND, ANY LOSS OR DAMAGE TO PROPERTY, ANY PERSONAL INJURY, ANY DAMAGE OR INJURY ARISING FROM OR AS A RESULT OF MISUSE OR ABUSE, OR THE IMPROPER STORAGE, USE BEYOND EXPIRATION DATE, ACCIDENTAL DAMAGE TO THE PRODUCT OR ANY COSTS ARISING FROM THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE, THE PRODUCT, HOWEVER ARISING (WHETHER IN CONTRACT, TORT, NEGLIGENCE PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE).

INDEMNITY
Purchaser shall, at your own expense, indemnify, defend and hold STEMCELL, its directors, officers, employees, agents, successors and assigns (“STEMCELL Indemnitees”), harmless from and against any and all losses, costs, damages and expenses (including, reasonable attorneys’ fees and other costs of defending any action) (collectively, “Losses”) that we may incur in any way arising out of or relating to (a) any breach by you of your obligations under this Contract, (b) any use of the products not in compliance with the uses stated in the Product Information Sheets, (c) any failure of you to comply with good laboratory practice, laws, regulations, guidelines or decisions in the handling or use of the products, (d) any violation or infringement of any patent, trade secret, copyright, trademark, industrial design, licenses, or other intellectual or proprietary rights (“Intellectual Property Rights”) of a third party by you in the handling or use of the products, or (e) any other use or misuse of the products by you including without limitation any claim of product liability or any similar claim relating to the quality of the products or an alleged defect or deficiency in the products.

SAFETY STATEMENT
Purchaser acknowledges that some of the products may be hazardous or could otherwise present a safety risk as may be outlined in any Safety Data Sheet, Product Information Sheet or any other label or document shipped with or otherwise associated with any of the products. Purchaser agrees to use, store and otherwise handle the products with such care and taking such safety precautions as is necessary or appropriate in each case. In no event shall STEMCELL be liable for any personal injury or any other damages arising from or as a result of use, handling, misuse or mishandling of the products.

GDPR
You agree that use of your contact information by STEMCELL is necessary for performance of this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.

PRIVACY POLICY
Purchaser acknowledges and accepts that the terms of STEMCELL’s privacy policy are incorporated by reference hereto and Purchaser consents that STEMCELL may collect and use certain information in accordance with this policy (https://www.stemcell.com/privacy-policy).

INTELLECTUAL PROPERTY RIGHTS
STEMCELL has not verified the possible existence of third party Intellectual Property Rights which might be infringed as a consequence of product manufacture, use, sale, offering to sale or import, and STEMCELL shall not be held liable for any loss or damages in that respect. The sale shall not, by implication or otherwise, convey any license under any intellectual property right and Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in this Agreement will be construed as an assignment to Purchaser of any Intellectual Property Rights in or to the products. All Intellectual Property Rights in or to the products are and will remain the sole and exclusive property of STEMCELL and are reserved by STEMCELL.

ENTIRE AGREEMENT; INCONSISTENT DOCUMENTS
This Contract and any invoice, statement of work, or the like (if any) issued by STEMCELL to which this Contract is attached and/or which includes this Contract constitutes the complete and entire statement of all terms, conditions and representations of the agreement between STEMCELL and Purchaser with respect to its subject matter. Any proposal for additional or different terms from those in this Contract or documents as aforesaid or any attempt by Purchaser to vary in any degree any of the terms of this Contract or any other document is hereby objected to and rejected, but such proposals shall not operate as a rejection of this Contract, which shall be deemed irrevocably accepted by Purchaser without said additional or different terms, unless STEMCELL specifically agrees to same in writing. Any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought.

INVALIDITY OF PARTICULAR PROVISION
If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, bylaws or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.

ARBITRATION
All disputes arising out of or in connection with this Contract, or in respect of any defined legal relationship associated therewith or derived therefrom shall be referred to and finally resolved by arbitration under the Rules of the British Columbia International Commercial Arbitration Centre. The appointing authorities shall be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its “Procedures for Cases Under the BCICAC Rules”. The place of arbitration shall be Vancouver, British Columbia, Canada. This Section will not apply to any action or proceeding by STEMCELL to collect any payment due to it under this Section. Further, either party will have the right to apply to a court of competent jurisdiction for a preliminary or interim injunction or other equitable relief to preserve the status quo or prevent irreparable harm pending resolution of the matter by arbitration.

GOVERNING LAW
This Contract shall be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein without regard to conflicts of law that would apply a different body of law. The International Sale of Goods Act of British Columbia and the United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Contract.

DEFINITIONS
The “STEMCELL Group of Companies” shall mean: StemCell International Inc., StemCell Technologies Inc., StemCell Technologies (Australia) Pty Ltd., StemCell Technologies Singapore Pte Ltd., Stemcell Technologies China Co. Ltd., STEMCELL Technologies UK Ltd., StemCell Technologies SARL, STEMCELL Technologies GmbH, STEMCELL Technologies Sweden filial, and such other companies as may be added or removed from time to time.



TERMS AND CONDITIONS OF SERVICE RELATED TO ALL PRIMARY CELL PRODUCTS

(Catalogue Numbers 70000 to 70999)

ACCEPTANCE
These Terms and Conditions of Service (this “Contract”) are the sole and exclusive terms and conditions that shall govern all orders related to primary cell products (the “Services”) from StemCell Technologies Inc., the STEMCELL Group of Companies, and each of its subsidiaries and affiliates (hereinafter referred to as “STEMCELL”, “we” or “our”). STEMCELL objects to, and rejects, all other terms and conditions contained in any document provided by the purchaser of the foregoing services (hereinafter referred to as “Purchaser”, “you”, or “your”) at any time. The Purchaser will be deemed to have assented to this Contract by ordering the Services. No variation of these terms and conditions will be binding upon STEMCELL unless agreed to in writing and signed by an authorized representative of STEMCELL.

PAYMENT TERMS
Both STEMCELL and Purchaser agree that Purchaser is not making payment for the primary cell products themselves, but rather for the services related to providing the primary cell products. Such services may include but are not limited to the processing, quality control testing, cryopreservation, storage, distribution, shipping and other services.

All invoices are issued at time of shipment and are payable within 30 days thereafter, unless otherwise required by STEMCELL. Payments should be made in accordance with the instructions on the invoice issued to you. Please contact us for bank account details when submitting remittance by bank wire transfer.

Any products and services tax, sales tax, use tax, manufacturers tax, occupation tax, excise tax, value added tax, duty, customs, inspection or testing fee, or any other tax, fee or charge of any nature imposed by any government authority or measured by the transaction between STEMCELL and Purchaser will be paid by Purchaser in addition to the purchase price. If STEMCELL is required to pay any such tax, fee or charge, then Purchaser will reimburse STEMCELL immediately upon receiving a request in writing from STEMCELL.

If the Purchaser fails to make any payment when due under this Contract, then the Purchaser will pay to STEMCELL interest on the amount unpaid from the date when payment is due until payment is made at the rate of 1.5% per month compounded monthly (equivalent to 19.56% per annum), calculated and payable monthly, as well after as before any judgement.

PRICES
Please contact STEMCELL or your local distributor for a current price list for the Services. Prices are subject to change without notice.

SHIPPING & DELIVERY
North America and International: Orders from all North American or international countries that do not have an official STEMCELL international distributor, shall be shipped FOB Origin from Seattle, WA; freight pre-paid and added to your invoice as a separate item. Under this term, transportation and cargo insurance will be arranged for and paid by STEMCELL and then invoiced by STEMCELL to the Purchaser.

Europe and French Speaking Africa: In the absence of a prior agreement, orders from European countries and French speaking Africa shall be shipped FCA Origin (Incoterms 2010) from Grenoble, France; freight pre-paid and added to your invoice as a separate item. STEMCELL will act as a transportation agent and will assume responsibility to arrange for and pay for transportation and insurance to the point of entry in the Purchaser’s country, and to invoice the Purchaser for those costs.

Australia, New Zealand and Singapore: Orders from Australia, New Zealand and Singapore or international countries in this region that do not have an official STEMCELL international distributor, shall be shipped from Australia or Singapore; freight pre-paid and added to your invoice as a separate item. Transportation and cargo insurance will be arranged for and paid by STEMCELL and then invoiced by STEMCELL to the Purchaser.

For each of the above, Purchaser assumes all responsibility for the importation of the primary cell products into the Purchaser’s country, including the obtaining of all required permits, licenses or certificates. STEMCELL shall in no event be liable for the failure of any government to issue such permits, licenses or certificates.

For each of the above, risk of loss or damage to the products, as well as the obligation to bear any costs relating thereto, shall pass to the Purchaser upon STEMCELL making delivery to a carrier at STEMCELL’s facility in good condition. Title to the products shall pass from STEMCELL to Purchaser when STEMCELL has been paid the purchase price in full.

CLAIMS & RETURNS
Product returns will not be accepted by STEMCELL without prior written authorisation. Request to return products must be made within seven days of receipt. STEMCELL reserves the right to test a sample of the product prior to authorising the return of the remaining product and to deny return if, in the opinion of STEMCELL, the product complaint is a result of inappropriate usage or handling rather than a failure of the product to meet specifications as outlined on our Product Information Sheets, when used under normal conditions in your laboratory. Return of custom products will not be authorized if such product meets the specifications on the custom order form. If STEMCELL makes a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited.

AUTHORIZED USES
Primary cell products are provided for laboratory Research Use Only, Not For Diagnostic or Therapeutic Use, and are not to be administered to humans. Primary cell products shall be used in accordance with all applicable laws, rules and regulations, including but not limited to applicable privacy laws, and in accordance with any Product Information Sheet or any other label or document shipped with or otherwise associated with any of the products.

NO RESALE
The Purchaser shall not make primary cell products or any portion of them, in any way, shape or form, including as a component of another product available for the purpose of sale or further transfer to a third party, or alter or remove the product label and the STEMCELL mark of origin without the express written permission of STEMCELL.

CATALOGUES; PRICE LISTS AND ADVERTISEMENTS
Any descriptions or illustrations contained in STEMCELL’s catalogues, price lists and advertisements or otherwise communicated to Purchaser are intended merely to present a general idea of the products and services so described. Nothing contained in any of them will form any part of this Contract.

WARRANTY
Primary cell products supplied by STEMCELL, are warranted to meet the specifications provided on our Product Information Sheets and/or Certificates of Analysis when used under normal conditions in your laboratory for a period expiring twelve months after the date of their delivery. Should any primary cell product fail to perform as specified during the warranty period (the “Product Warranty Period”), STEMCELL will credit the purchase price of the Services in relation to the nonconforming primary cell product to the Purchaser’s account or replace the primary cell product free of charge. This warranty is exclusive and limits our liability to the replacement of the primary cell product or, at our option, full credit of the original purchase price of the Services in relation to the primary cell product. ANY PRODUCT OR SERVICE NOT COVERED BY AN EXPRESS WRITTEN WARRANTY IS SOLD “AS IS”, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. A warranty will not apply to a primary cell product that fails to perform its specific function due to misuse, improper storage, use beyond expiry date or accidental damage.

DISCLAIMER
THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY STEMCELL IN CONNECTION WITH THE PRODUCT AND IS, WHERE PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THE PRODUCT, HOWEVER ARISING (WHETHER BY CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE), INCLUDING, WITHOUT RESTRICTION, ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THAT IT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, WILL BE LIMITED IN DURATION TO THE WARRANTY PERIOD STIPULATED UNDER THE ABOVE LIMITED WARRANTY.

IN NO EVENT WILL STEMCELL BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ANY ECONOMIC LOSSES OF ANY KIND, ANY LOSS OR DAMAGE TO PROPERTY, ANY PERSONAL INJURY, ANY DAMAGE OR INJURY ARISING FROM OR AS A RESULT OF MISUSE OR ABUSE, OR THE IMPROPER STORAGE, USE BEYOND EXPIRATION DATE, ACCIDENTAL DAMAGE TO THE PRODUCT OR ANY COSTS ARISING FROM THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE, THE PRODUCT, HOWEVER ARISING (WHETHER IN CONTRACT, TORT, NEGLIGENCE PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE).

INDEMNITY
Purchaser shall, at your own expense, indemnify, defend and hold STEMCELL, its directors, officers, employees, agents, successors and assigns (“STEMCELL Indemnitees”), harmless from and against any and all losses, costs, damages and expenses (including, reasonable attorneys’ fees and other costs of defending any action) (collectively, “Losses”) that we may incur in any way arising out of or relating to (a) any breach by you of your obligations under this Contract, (b) any use of the primary cell products not in compliance with the uses stated in the Product Information Sheets, (c) any failure of you to comply with good laboratory practice, laws, regulations, guidelines or decisions in the handling or use of the primary cell products, (d) any violation or infringement of any patent, trade secret, copyright, trademark, industrial design, licenses, or other intellectual or proprietary rights (“Intellectual Property Rights”) of a third party by you in the handling or use of the primary cell products, or (e) any other use or misuse of the primary cell products by you including without limitation any claim of product liability or any similar claim relating to the quality of the products or an alleged defect or deficiency in the products.

SAFETY STATEMENT
Purchaser acknowledges that some of the products may be hazardous or could otherwise present a safety risk as may be outlined in any Safety Data Sheet, Product Information Sheet or any other label or document shipped with or otherwise associated with any of the products. Purchaser agrees to use, store and otherwise handle the products with such care and taking such safety precautions as is necessary or appropriate in each case. In no event shall STEMCELL be liable for any personal injury or any other damages arising from or as a result of use, handling misuse or mishandling of the products.

GDPR
You agree that use of your contact information by STEMCELL is necessary for performance of this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.

PRIVACY POLICY
Purchaser acknowledges and accepts that the terms of STEMCELL’s privacy policy are incorporated by reference hereto and Purchaser consents that STEMCELL may collect and use certain information in accordance with this policy (https://www.stemcell.com/privacy-policy).

INTELLECTUAL PROPERTY RIGHTS
STEMCELL has not verified the possible existence of third party Intellectual Property Rights which might be infringed as a consequence of product manufacture, use, sale, offering to sale or import, and STEMCELL shall not be held liable for any loss or damages in that respect. The sale shall not, by implication or otherwise, convey any license under any intellectual property right and Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in this Agreement will be construed as an assignment to Purchaser of any Intellectual Property Rights in or to the products. All Intellectual Property Rights in or to the products are and will remain the sole and exclusive property of STEMCELL and are reserved by STEMCELL.

ENTIRE AGREEMENT; INCONSISTENT DOCUMENTS
This Contract and any invoice, statement of work, or the like (if any) issued by STEMCELL to which this Contract is attached and/or which includes this Contract constitutes the complete and entire statement of all terms, conditions and representations of the agreement between STEMCELL and Purchaser with respect to its subject matter. Any proposal for additional or different terms from those in this Contract or documents as aforesaid or any attempt by Purchaser to vary in any degree any of the terms of this Contract or any other document is hereby objected to and rejected, but such proposals shall not operate as a rejection of this Contract, which shall be deemed irrevocably accepted by Purchaser without said additional or different terms, unless STEMCELL specifically agrees to same in writing. Any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought.

INVALIDITY OF PARTICULAR PROVISION
If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, bylaws or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.

ARBITRATION
All disputes arising out of or in connection with this Contract, or in respect of any defined legal relationship associated therewith or derived therefrom shall be referred to and finally resolved by arbitration under the Rules of the British Columbia International Commercial Arbitration Centre. The appointing authorities shall be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its “Procedures for Cases under the BCICAC Rules”. The place of arbitration shall be Vancouver, British Columbia, Canada. This Section will not apply to any action or proceeding by STEMCELL to collect any payment due to it under this Section. Further, either party will have the right to apply to a court of competent jurisdiction for a preliminary or interim injunction or other equitable relief to preserve the status quo or prevent irreparable harm pending resolution of the matter by arbitration.

GOVERNING LAW
This Contract shall be governed by and be construed in accordance with the laws of the State of Washington and the laws of the Unites States of America applicable therein without regard to conflicts of law that would apply a different body of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Contract.

DEFINITIONS
The “STEMCELL Group of Companies” shall mean: StemCell Technologies Canada Inc., Stemcell Technologies SARL, STEMCELL Technologies GmbH, Stemcell Technologies UK Ltd., StemCell International Inc., StemCell Technologies (Australia) Pty Ltd., StemCell Technologies Singapore Pte Ltd., Stemcell Technologies China Co. Ltd., STEMCELL Technologies Sweden filial, and such other companies as may be added or removed from time to time.

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