Privacy Policy

When you visit our website www.vircell.com you may choose not to provide us with any personal information about yourself or you may have the opportunity to provide some information that can identify you, such as your first and last name, postal or e-mail addresses. Please note that this information is required in order to contact you, to process your order or to offer a subscription. We want you know in advance how your personal data will be used.

Protection of Personal Data

Vircell, S.L. (VAT No.: ESB18290346) is the controller in the processing of the personal data provided through the web, or throughout the course of the business relationship with customers, suppliers, jobseekers or third parties in general. This personal data shall be processed in accordance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

Here you will find some relevant information on the processing of your personal data:

Customers
As a customer, you should know that on behalf of the company, we handle the personal information that you provide us for the purpose of providing you with the service requested, providing the billing for it and keeping the business relationship on the basis of the performance of a contract or a purchase order between the parties.

• The data provided will be kept as long as the commercial relationship is maintained, or during the time that is required to comply with legal obligations.
• The data will not be disclosed to third parties unless there is a legal obligation to do so.
• You have the right to obtain confirmation on whether and how Vircell, S.L. is processing your personal data. You also have the right to access your personal data, rectify inaccurate data or request its deletion when the data is no longer necessary.

Potential Customers
If you are not yet a Customer, you should know that on behalf of the company, we process the information you provide us in order to send you advertising related to our products and services by any means (postal, e-mail or telephone) and to invite you to events organized by the Company.

• The data provided will be kept as long as it is not requested otherwise.
• The data will not be disclosed to third parties unless there is a legal obligation to do so.
• You have the right to obtain confirmation on whether and how Vircell, S.L. is processing your personal data. You also have the right to access your personal data, rectify inaccurate data or request its deletion when the data is no longer necessary for the purposes of which it was collected.

Job Applicants
If you would like to leave your Curriculum Vitae, you should know that on behalf of the Company, we treat the information provided by you for the purposes of keeping you informed of the different job vacancies that arise in our Company. The data provided will be kept until you obtain a position with us or until you exercise your right of cancellation. Thus, you have the right to access your personal data, rectify inaccurate information or request the erasure thereof when this data is no longer necessary. The data provided will not be disclosed to any third party.

Contact Details to exercise your rights

Postal address: Vircell, S.L. Avicena 8, 18016 Granada, Spain.
E-mail address: personaldata@vircell.com

Security Measures

Vircell, S.L. has adopted the necessary Security Measures to guarantee the protection of your personal data legally foreseen, taking the necessary technical and organizational measures to guarantee the security of your data and prevent alteration, unauthorized access, loss, fraudulent use and theft of personal data.

Cookie Policy

Vircell S.L. will use cookies when the interested party browses the web pages of this website. The cookies are only associated with your computer but do not provide data that enable the identification of the person interested or able to read data from the hard disk of the interested party, or detect cookies created by third parties , but allows Vircell SL. recognize the interested party once registered without having to register each time . Cookies are effective during an open session and are destroyed once the website is abandoned.

Vircell, S.L.

Calle Avicena nº 8, 18016 Granada (Spain).

Reg.Mer.Granada F-59.,T.411 L-0., H GR-º.618 N.I.F.: B18290346.

Personal data (*) that is provided will be included in our files, in order to be used solely and exclusively to deal adequately with your requests for information , which may be communicated to other Group companies for this purpose.

At anytime you can access, modify , cancel or oppose the use of the information on data held by Vircell SL , established in Avicena Street No. 8, 18016 , Granada (Spain ) ( promocion@vircell.com)

(*) As required by the Organic Law 15/99 of December 13 , " Law on Protection of Personal Data "

Terms and conditions of use and sale

VIRCELL, S.L.

GENERAL TERMS AND CONDITIONS OF USE AND SALE

Please read these Terms carefully before using this website or the services provided.

General

Welcome to www.amplirun.com, the specific website for VIRCELL© (hereinafter referred to as the “Seller”, “VIRCELL” or “we”) AMPLIRUN© line products. .

VIRCELL is a biotechnology company located in Granada (Spain) specialised in the development and production of ready-to-use reagents for the diagnosis of infectious diseases in humans by means of different techniques, ranging from traditional cell culture to the most innovative developments in Molecular Biology. For more information about VIRCELL, please refer to the official website www.vircell.com.

VIRCELL provides this website ("Site") at its discretion, as a service to our Clients and Buyers. This Site provides visitors and users (“Buyer”, “you” or “your”) with access to Seller products and information.

You can access the Site solely for your internal use and for the following permitted purposes: (a) education and related research, (b) accessing the Site’s public areas (which include bulletin boards, products information, hosted pages, or any other public area found on the Site); and (c) making purchasing decisions with regard to products and services offered for sale on or through this Site. You are responsible for providing all communication lines, telephone/transmission services, and all equipment and technology necessary for you to access and use the Site.

The Site is protected by copyright as a collective work and/or compilation, pursuant to EU copyright laws, international conventions, and other copyright laws. The information displayed on or comprising this Site are only for your use with regard to the previously mentioned permitted purposes, are protected by copyright, and are owned or controlled by Seller, or other third parties who are credited as the provider of certain Content. All rights reserved.

The terms and conditions applicable to your use of the Site are described in the following website use terms (“Terms and Conditions”). Registration on the Site will mean acceptance of all these Terms and Conditions of Use and Sale. By accessing, registering or using this Site, you agree to be bound by these Terms of Use, as well as specifically our Privacy Policy and Terms and Conditions of Sale for purchased Seller products. Seller may modify this Site at any time. Modifications to the Terms of Use will be posted on the Site, so please review the Site periodically for changes; your continued access or use of the Site shall constitute your full acceptance of all the “Terms of Use and Sale” content and any such changes. If you disagree with these Terms of Use or Sale, do not access or otherwise use our Site.

These standard Terms of Use and Sale set forth the terms and conditions that apply to all sales of goods and services by means of an online purchase order (“PO”) received by VIRCELL, to the entity identified in the PO as the Buyer. The Terms and Conditions are expressly incorporated by reference into and apply to any operation or agreement between VIRCELL and Buyer. VIRCELL’s Terms and Conditions are the only terms and conditions upon which VIRCELL will accept orders and constitute the only agreement between the parties. These Terms of Use and Sale may not be added to, modified, superseded, or otherwise altered, except in writing signed by an authorized VIRCELL representative.

Use of the Site.

You understand, acknowledge and agree to the following:

1. By accessing the Site, you warrant and represent to Seller that you are at least 18 years of age, and if accessing and using the Site on behalf of your employer or other entity, you represent that you are authorized to agree to these Terms and Conditions.
2. By using this Site, you agree not to disrupt or intercept our electronic information on this Site or use any of our servers. You also agree not to attempt to circumvent any security feature of our Site and abide by all local and international laws, rules, and regulations applicable to your use of the Site, including, but not limited to, EU export control regulations as they apply to Seller products, as noted in the Terms and Conditions of Sale.
3. Other than Personal Information, which is covered by our Privacy Policy, any material, information, or content you upload, post, or otherwise transmit to this Site or in connection with your use of this Site will be considered non- confidential and non-proprietary and Seller shall be free to reproduce, publish, or otherwise use such material, information, or content in any manner for any purpose whatsoever including, without limitation, the research, development, manufacture, use, or sale of products or services incorporating such information. The sender of any information to Seller is fully responsible for its content, including its truthfulness, accuracy, and its non- infringement of any other person, organization, or entity’s proprietary rights.
4. You agree not to use the Site to send or post any message or material that is harassing, defamatory, abusive, threatening, harmful, obscene, sexually orientated, racially offensive, profane, or pornographic, or that violates any applicable law.
5. Restriction or Withdrawal of Limited Use Register - We may immediately issue a warning, temporarily suspend, restrict, or terminate your register to access the Site without liability to you if, in Seller’s exclusive judgment: (a) you have breached these Terms of Use; (b) we are unable to verify or authenticate any information you provide us; (c) your use of this Site or any information you have supplied us is, or is likely to become, non-compliant with any applicable law, ordinance, or regulation; or (d) for any other reason or purpose.
6. External Links - For your convenience, this Site may provide links to various web sites that we do not control. When you click on one of these links, you will be transferred out of our Site and connected to the web site of the organization or company that you selected. We are not responsible for the nature, quality, or accuracy of the content or opinions expressed in such third party web site, including any further links within such third party site. Inclusion of any linked web site on the Seller Site does not imply or express an approval or endorsement of the linked web site by us, or of any of the content, opinions, products, or services provided on those web sites. Even if an affiliation exists between our Site and a third-party web site, we exercise no control over linked sites and are not responsible for such site or the content therein. If you decide to visit access any of the third party sites linked by this Site, you do so entirely at your own risk.
7. Linking to our Site - No hypertext links shall be created from any website controlled by you or otherwise to this Site without the express prior written permission of the Seller. Please contact us if you would like to link to this website or would like to request a link to your website.
8. Public Forums and User Submissions - Seller is not responsible for any material submitted to any public areas by you (which include bulletin boards, hosted pages, chat rooms, or any other public area) that may be found on the Site. Any such posted or uploaded material (whether submitted by you or any other user) is not endorsed, reviewed, or approved by Seller. Seller reserves the right to monitor and remove any material submitted or posted by you in the public areas without notice to you, for any reason, including if it becomes aware and determines, in its sole and absolute discretion, that you are or there is the likelihood that you may:
   • defame, abuse, harass, stalk, threaten, or otherwise violate the rights of other users or any third parties.
   • publish, post, distribute, or disseminate any defamatory, obscene, indecent, or unlawful material or information.
   • post or upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of Seller and/or a third party's computer system and/or network.
   • violate any copyright, trade mark, •other applicable U.S. or international laws, or intellectual property rights of Seller or any third party; and
   • submit contents containing marketing or promotional material which is intended to solicit business.

Register.

As a registered Site user, you will have access to:

• Issue PO and make payments.
• View account information.
• Check recent order history.
• Request quotes for made to stock items & custom products.
• Access order details and tracking information.
• Download Certificate of Analysis (COA), Product Inserts (PI), and Safety Data Sheets (SDS), if any.

Orders

Purchase Orders shall only be accepted from a registered user. By submitting an online PO through this Site, accepting shipment of Goods or the commencement of the performance of Services, Buyer shall be bound by the provisions of these Terms of Use and Sale. To the extent that an Invoice might be treated as an acceptance of Buyer’s PO, such acceptance is expressly made on condition of assent by Buyer to these Terms and Conditions, and Buyer's acceptance of the shipment of the Goods constitute such assent.

PO are binding only upon acceptance and acknowledgement by VIRCELL on the corresponding order confirmation.

VIRCELL shall provide the products ("Goods" or "Products”) offered on this Site in accordance with the terms and conditions of the present Terms of Use and Sale. VIRCELL’s acceptance of any order is expressly conditional upon Buyer’s assent to VIRCELL’s Terms and Conditions, including any terms additional to or different from those contained in any form(s) from Buyer.

Acceptance of any order or orders by VIRCELL shall not constitute an agreement by VIRCELL to accept any future orders from Buyer. VIRCELL may discontinue accepting orders from Buyer at any time, in VIRCELL’s sole discretion. No waiver by VIRCELL of any of the provisions of these Terms of Use and Sale is effective unless explicitly set forth in writing and signed by VIRCELL. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Unless otherwise stated expressly on the applicable purchase order, the price for VIRCELL Products shall be VIRCELL’s price and charges in effect at the time of each shipment. VIRCELL reserves the right to change its prices at any time without notice. Prices do not include sales, excise, use, VAT, GST/HST, or other taxes measured by the sales price. Shipping fees are itemized and billed to Buyer at then applicable rates. Buyer shall pay all costs of transportation, FCA VIRCELL’s facility. Buyer shall not transfer, directly or indirectly, any VIRCELL Products to any person whatsoever if to do so would be inconsistent with (a) any export or reexport law, regulation, or other control; (b) any trade or economic sanctions law, regulation, or other control, whether relating to any person, to an organization or group, or to a country; or (c) any applicable export or trade licensing law, regulation, or requirement, any of which are imposed by or derivative of the law of the United States of America, Belgium, the European Community or European Union, Singapore, or of any other country, supranational entity, or legal authority exercising jurisdiction where Buyer operates or does business.

Title and risk of loss passes to Buyer when VIRCELL delivers Products to the carrier at FCA VIRCELL´s facility.

VIRCELL may at any time make changes in the specifications, designs, inserts, technical documentation, samples, qualities, prices, terms, conditions, requirements or descriptions to which the Goods or Services are to conform. VIRCELL shall not be bound by the descriptions or specifications of the Goods or Services, or any other information contained in, any advertisement, publication, booklets or pamphlets of VIRCELL.

Shelf life: All products supplied by Vircell have a minimum shelf life of six months. The expiry date will be provided when your order is confirmed, and availability will be guaranteed for a maximum period of 48 hours from the time of confirmation or payment

Payments

Payments for all purchase orders will be made upon order, in the currency stated on the corresponding invoice by debit or credit card (unless another form of payment is expressly agreed between the parties), through the payment gateway that is currently in effect on the Site. We accept Visa, MasterCard and American Express for your convenience.

All prices for the purchase of Products from VIRCELL are in the currency stated on the corresponding Invoice and are exclusive of all taxes, excises, freight and insurance. Buyer shall be liable for such taxes, excises, freight and insurance and these will appear as a separate item on VIRCELL’s invoice. If no price is stated, the price shall be VIRCELL’s then current published price applicable in the country where the Buyer is located. Prices do not include installation and training (if any), unless otherwise stipulated in writing.

Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with VIRCELL, whether relating to VIRCELL’s breach, bankruptcy or otherwise.

Cancellations.

A PO may be revoked or cancelled until the communication of the order confirmation by VIRCELL. VIRCELL hereby reserves the right to reschedule any delivery or cancel any PO issued at any time and VIRCELL shall not be subject to any charges or other fees as a result of such cancellation.

Shipment.

All Goods shall be suitably packed in VIRCELL's standard shipment packaging, marked, and shipped in accordance with VIRCELL’s applicable specifications (or if no specifications are provided, in accordance with reasonable commercial practices) using a carrier of VIRCELL’s choice. Goods may be shipped, depending on lead time and availability, in installments. Each installment shall be invoiced and considered a separate sale. Unless otherwise agreed, Buyer shall clear any imported Goods at the point of import and pay all relevant duties. Delivery terms (Incoterms 2020) shall be set forth in any Quotation.

To comply with EU export control regulations, Buyer understands that the shipment of certain VIRCELL Products outside the EU may require an export license under EU export control regulations and processing times are largely outside of either Party’s control.

Delivery.

VIRCELL shall make a commercially reasonable attempt to deliver the Goods at the time stated in the order confirmation but such dates are estimates only and are not guaranteed. Such dates shall not constitute a term or condition between VIRCELL and Buyer. VIRCELL accepts no liability whatsoever to meet such dates and such failure shall not entitle Buyer to repudiate or cancel a PO. If VIRCELL delivers any Goods in quantities that are less than the quantities specified in the PO, Buyer shall notify VIRCELL of the discrepancy and VIRCELL shall deliver the confirmed missing allotment of Goods. If VIRCELL delivers any Goods in quantities in excess of the quantities specified in the PO, Buyer shall contact to the email orders@vircell.com in order to receive instructions in this regard.

Inspection.

Buyer shall immediately inspect all deliveries for damage upon receipt and if any damage is noticed, Buyer shall accept the shipment only after the driver has noted the damage on both carrier’s and Buyer’s copies of the delivery receipt. Buyer shall promptly inspect all shipments for concealed shipping damage, defects, or shortages, and notify VIRCELL of any such damage, defect, or shortage. Buyer’s failure to notify VIRCELL within seven (7) days of delivery (or Buyer’s non-receipt the Goods in the case of non-delivery) of defects or shortages reasonably discoverable upon inspection will be a waiver of any right to make any claim relating to the defective or missing Goods, including, without limitation, under the warranty set forth herein.

The delivery carrier is responsible for damage in shipment. Packing material should not be discarded when damage is observed. The delivering carrier should be contacted to inspect the damage.

Shipping charges on all returns are at the Buyer expense. A handling/re-stocking fee may apply to product when returned.

Acceptance.

Unless otherwise agreed in writing by the parties, or as required by law, acceptance shall be deemed to be effected seven (7) days after the date of delivery of the Products. No Goods returns will be accepted without the prior approval of VIRCELL. All claims must be received within 7 days following receipt of the Goods. Buyer must obtain a return authorization number and return the Goods by the specified courier following the approved conditions guidelines. The Goods must be returned in original condition. VIRCELL reserves the right to charge a restocking fee for conforming Goods.

Return Policy

VIRCELL, on a discretionary basis, may accept return of products shipped to the Buyer upon request. In such cases, the Buyer will assume the full cost of the return. Products return must be agreed with Customer Services.

Force Majeure.

VIRCELL shall not be liable for any delay or failure of performance, including without limitation, the failure to ship or deliver the Goods, where such delay or failure arises or results from any cause beyond the reasonable control of VIRCELL, including but not limited to, flood, unusually severe weather, earthquake or other act of nature, epidemic/pandemic, power loss, strike, boycott, or other labor disputes, embargo, governmental regulation, or an inability or delay in obtaining materials. In the event of such delay or failure of performance, VIRCELL shall have such additional time within which to perform its obligations hereunder as may be reasonably necessary under the circumstances.

Intended use of Products and intellectual property.

Purchase of AMPLIRUN© products from VIRCELL includes a limited, non-transferable right under our intellectual property for you to use the products in accordance with the product documentation, manuals, insert and instructions for use. Unless we expressly state otherwise in additional Terms and Conditions, no rights are granted for you to distribute the products. In particular, Buyer is not licensed to, and agrees not to resell, transfer, or distribute any VIRCELL-supplied Goods, directly or indirectly to any third party for any purpose or use, unless otherwise authorized by VIRCELL in writing Buyer also agrees not to re-export Products from the country or region in which Products were originally purchased.

Except as expressly set forth herein, the sale or resale of VIRCELL Products by any person other than VIRCELL is strictly prohibited without the express, written consent of VIRCELL. The Seller accepts all orders for and makes all sales of VIRCELL Products subject to the foregoing use restrictions and the Buyer's indemnification of VIRCELL. Buyer may not use, or otherwise permit any person to use any VIRCELL Products for self-administration.

VIRCELL AMPLIRUN© products and/or their use is covered and protected by claims of EU patents. Buyer understands and agrees that except as expressly set forth in this Terms and Conditions (or in the VIRCELL-provided license specific to a particular Good), no right or license to any patent or other intellectual property owned or licensable by VIRCELL is conveyed or implied by the sale of AMPLIRUN© products. In particular, no right or license is conveyed or implied to use any Goods provided hereunder in combination with a product not provided, licensed or specifically recommended by VIRCELL for such use. This limited license only permits the Buyer to use the Goods in accordance with local laws and regulations in Buyer’s normal course of business, clinical or scientific activity.

VIRCELL© and AMPLIRUN© are registered trademarks of Vircell, S.L.

Use of Name and Logos.

Except as may be permitted by law, Buyer will not use for publicity, promotion or otherwise any logo, name, trade name, service mark or trademarks of VIRCELL without VIRCELL’s express prior written consent.

Relationship of the Parties.

The relationship between Buyer and VIRCELL is that of buyer and seller, as independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between VIRCELL and Buyer, and neither Buyer nor VIRCELL shall have the authority to contract for or bind the other party in any manner whatsoever.

Customer Service or Technical Assistance.

The buyer will be able to have our timely technical advice on the basic use of the purchased products. However, any suggestions or advice to Buyer by Seller personnel regarding use, selection, application or suitability of the Products (“Technical Assistance”) shall not be construed as a warranty unless specifically designated as such in a writing signed by an authorized Seller representative. 

The disclaimer and limitation of liability contained in these Terms and Conditions shall apply to any technical assistance.

Technical assistance contact (Customer Services):

• Telephone number: +34 958 441 264
• E-Mail: customerservice@vircell.com

Warranty.

VIRCELL warrants, solely to the end users of Products, that during the period until expiration of the date code indicated on the packaging for a Product, such Product shall perform materially in accordance with the specifications provided therewith; all – under the terms and conditions set forth in VIRCELL’s Warranty provided along with any Product. VIRCELL warrants that AMPLIRUN© products shall materially conform to the specifications for identity, purity, and yield, as measured under normal laboratory conditions, indicated in the Site offer, specifications and other materials (including, where applicable, the Certificate of Analysis) provided by VIRCELL to the Buyer. AMPLIRUN© products are warranted for the stated expiration date of such Goods.

The limited warranty provided hereunder is only applicable to the Buyer. No third party claims will be honored.

Warranty Exclusions.

Unless otherwise required by law, the warranty provided above do not include:

• Damages caused by normal wear and tear, spillage, improper use, storage or handling, or neglect.
• Damages caused by physical abuse, misuse, abnormal use, or use not consistent with VIRCELL's published directions.
• Damage caused by accidents and disasters including, but not limited to, fire, flood, water, wind and electrical surges.
• Goods which have been repaired, altered or modified in any way or parts which have been replaced by Buyer or any other person or persons (other than those employed by VIRCELL) without the prior written consent of VIRCELL.
• Any Goods sold as refurbished, reconditioned or used.
• Any Goods designated by VIRCELL as being in contact with sample or reagent streams or as consumable items (such as lamps or platinum wire) which are subject to normal wear and tear and should be replaced by Buyer in the normal course.
• Any Goods sold through an unauthorized reseller.
• Removal or alteration of the serial number tag.
• Any Goods used in a country or associated region different from the country or associated region in which the Goods were sold to Buyer.
• Any Goods not used in accordance to VIRCELL's published documentation.
• Improper packaging of returns.

Additional Exclusions.

Unless otherwise stated in a written agreement between VIRCELL and Buyer, under no circumstances will the relationship whithout Seller and Buyer include an extended warranty, any free Goods or Services provided to Buyer, any option for the future purchase of Goods or Services by Buyer, an automatic renewal of the Agreement, any performance guarantees, future performance obligations for providing Goods, Service or parts, any rebate, any performance discount, an interface or other allowance, or payment terms set forth in these Terms and Conditions of Use and Sale.

Disclaimers.

Disclaimer related to Site:

VIRCELL does not warrant the accuracy, effectiveness, suitability, or completeness of the materials, advice, information, or opinions offered by us or any third party through this Site. It is solely your responsibility to evaluate the accuracy, completeness, and usefulness of all opinions, advice, services, products, and other information provided through the Site. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. THE SITE CONTENT AND ANY ADVICE OR INFORMATION PROVIDED AT OR THROUGH THIS SITE ARE PROVIDED "AS IS", WITHOUT ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. WE DO NOT WARRANT THAT ANY CONTENT, SOFTWARE, OR THE FUNCTIONS ACCESSED THROUGH OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING DISCLAIMERS SHALL ALSO APPLY TO THOSE THIRD-PARTY WEBSITES WHICH CAN BE ACCESSED THROUGH LINKS ON OUR SITE.

Disclaimer related to Products:

YOU ACCEPT THE PRODUCTS “AS IS” AND WITH ALL FAULTS (IF ANY). VIRCELL MAKES NO OTHER WARRANTY THAN THE LIMITED WARRANTY CONTAINED IN THE PREVIOUS SECTION AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE VIRCELL PRODUCTS, INCLUDING ANY: WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WARRANTY OF TITLE; AND ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. THE WARRANTY IS NOT TRANSFERABLE FROM THE ORIGINAL PURCHASER TO A SUBSEQUENT OWNER. FURTHER, VIRCELL IS NOT LIABLE IN CASES OF DELIBERATE, NEGLIGENT OR ACCIDENTAL MISUSE OF THE GOODS, USE WITH INAPPROPRIATE REAGENTS OR CONSUMABLES, DAMAGE CAUSED BY DISASTER, REPAIR OR MODIFICATIONS DONE BY ANYONE OTHER THAN VIRCELL. VIRCELL DOES NOT WARRANT THAT THE GOODS OR SERVICES WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR IN THE OPERATION OF ANY PROCESS. VIRCELL’S TOTAL LIABILITY FOR BREACH OF THE WARRANTY SHALL BE LIMITED TO THE GROSS PURCHASE PRICE (OR ANNUAL SERVICE FEE) OF THE RELEVANT PURCHASE ORDER UNDER WHICH THE ACTIVITY GIVING RISE TO LIABILITY ARISES. UNDER NO CIRCUMSTANCES SHALL SUPPLIER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF BUSINESS OR PROFITS) UNDER ANY THEORY OF LIABILITY HEREUNDER.

On the other hand, VIRCELL’s limited warranty made with this sale shall not be effective if VIRCELL has determined, in its sole discretion, that Customer misused the VIRCELL Products in any manner, failed to use, store, or maintain the VIRCELL Products in accordance with industry standards and practices, or failed to use, store, or maintain the VIRCELL Products in accordance with inserts or instructions, if any, furnished by VIRCELL.

The Buyer understands that VIRCELL cannot guarantee that all materials supplied will be capable of producing desired results or that research and/or manufacturing as defined in an offer will produce desired results. VIRCELL will use reasonable means to obtain desired results. VIRCELL´s limited warranty is contingent upon complete and accurate information being submitted by the Buyer as well as material submitted by the Buyer that is not damaged, defective or otherwise flawed.

Compliance with Laws and ethical rules.

The Buyer and its employees and agents shall comply with all applicable laws and regulations (including without limitation the applicable laws, regulations, orders and policies of any jurisdiction in which Goods are provided), including, without limitation any laws and regulations related to anti-corruption, import/export, dual-use rules, labour, employment, anti-discrimination, anti-harassment, anti-slavery, human trafficking, freedom of association, health and safety, environmental protection, hazardous substances, pollution, waste management, recycling and intellectual property. Buyer shall not take any action that would subject VIRCELL or any of its affiliated companies to any liability or penalty under any applicable law or regulation. Buyer shall not directly or indirectly, make any offer, promise, authorization or payment of anything of value for the purpose of securing discretionary action or inaction or a decision of a government official or any other person or any improper advantage in connection with the receipt of Goods provided. Buyer shall not attempt to solicit any kickback or gratuity from VIRCELL employees.

The Buyer acknowledges and agrees that it is solely responsible for obtaining any licenses, permits, or authorizations required for the lawful import, export, transfer, or use of such products in the applicable jurisdiction(s).

Buyer and its employees and agents may only use VIRCELL Products to the ends and according to the ethical rules contained in the Vircell´s "Code of ethics and conduct" . A copy of the complete Code can be found on Vircell's official website https://www.vircell.com.

International Trade Compliance.

Buyer confirms and certifies that: (a) neither it nor any of its directors, officers, shareholders, and ultimate beneficial owners is; and (b) the VIRCELL Product supplied by the Seller will not be provided, directly or indirectly through a third party or a third country, for ultimate end-use by:

9. Any person or entity designated or otherwise sanctioned by the United Nations (UN) or the European Union (EU), including any EU Member State, or any person owned or controlled by, or acting on behalf of, any such UN or EU sanctioned party.
10. Any Government, person or entity organized, located or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions (currently: Cuba, Iran, North Korea, Syria and the Crimea region); and
11. Any entity identified on the Entity List, Denied Persons List, or Unverified List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security;
12. Any party that is identified on the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control;

Limitation of Liability.

IN NO EVENT SHALL VIRCELL BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, NOR ANY OTHER CLAIM, EXPENSE, LIABILITY OR LOSS OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR THE SALE OF GOODS OR SERVICES, WHETHER OR NOT VIRCELL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VIRCELL SHALL NOT BE LIABLE FOR CHARGES IN EXCESS OF THE PURCHASE PRICE OF THE GOODS OR SERVICES.

EXCEPT WITH RESPECT TO A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR A CLAIM OF INDEMNITY, IN NO EVENT SHALL EITHER PARTY, OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS DUE TO BUSINESS DISRUPTION, OR LOSS OF GOODWILL, WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR OTHERWISE ARISING FROM OR RELATING TO THE USE OF THE SITE, PURCHASE OF PRODUCTS OR THE SUBJECT MATTER HEREOF, OR THE EXERCISE OF RIGHTS HEREUNDER, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL SELLER’S CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR EXPENSES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE PAYMENTS RECEIVED BY SELLER FROM CUSTOMER FOR THE SUBJECT SERVICES PERFORMED OR PRODUCTS DELIVERED.

Indemnity.

Buyer agrees to indemnify, defend and hold harmless Seller from and against any third-party claims, suits, losses, demands, liabilities, costs and expenses (including reasonable attorney fees and costs and expenses of litigation) arising from (a) any use of Deliverables by Customer; (ii) Seller’s use of materials and information provided by on or behalf of Customer for the Services, except to the extent such losses result from the negligence or willful misconduct of Seller (iI) any misuse of the Site.

Confidentiality

The Parties acknowledge that they may provide to each other certain “Confidential Information” such as the name(s), addresses, phone numbers, and other contact information of researchers, Buyer employees and/or end-users disclosed on or in an order or request for quotation; b) the name of the institution, company, laboratory, or government agency submitting an order or request for quotation; c) the pricing information relevant to an order or request for quotation, and any shipping and/or other administrative information that may be contained in or on an order form or request for quotation, etc.

Neither Party will use the Confidential Information of the other Party for its own benefit, or divulge, disclose, or communicate by any means whatsoever any Confidential Information to any third party without the prior written consent of the other Party unless disclosure is required by law. Both Parties will protect the Confidential Information of the other Party with the same degree of care that it uses to protect its own confidential information but no less than reasonable care. If Buyer and VIRCELL have entered into a separate non-use or nondisclosure agreement, the terms of that agreement will apply to the exchange of confidential information instead of these terms.

Privacy Policy and Data Protection

Seller understands the importance of privacy to our Site’s visitors and users and is committed to safeguarding your privacy online. Our use of collected Personal Information is governed by our Privacy Policy and by accessing and using this Site, you agree to be bound by that Privacy Policy. You recognize and agree that when submitting your Personal Information to the Site, while Seller has reasonable safeguards in place to prevent unauthorized access or interception, we cannot absolutely guaranty security thereof. IN THE UNLIKELY EVENT OF AN INTERCEPTION OR UNAUTHORIZED ACCESS DESPITE OUR EFFORTS, SELLER SHALL NOT BE RESPONSIBLE FOR SUCH INTERCEPTIONS OR UNAUTHORIZED ACCESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SUFFERED BY YOU AS A RESULT OF SUCH INTERCEPTION OR UNAUTHORIZED ACCESS, EVEN IF SELLER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER DOES NOT WARRANT, EITHER EXPRESSLY OR BY IMPLICATION, THAT PERSONAL INFORMATION PROVIDED BY YOU SHALL BE FREE FROM INTERCEPTION OR UNAUTHORIZED ACCESS, AND DOES NOT PROVIDE ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO SAME. YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT’S PASSWORD AND USER NAME.

On the other hand, the Parties authorize that the personal data that is collected, used, stored and transferred between both parties due to a registration on the Site or business relationship, are only used according to the following purposes: i) Achieve the correct execution of their duties;  (ii) Compliance with the obligations arising from these Terms and Conditions of Use and Sale;  (iii) Initiate judicial or extrajudicial actions;  iv) Maintain a history of the relationship that has existed between the parties and  v) Comply with their relevant legal obligations. Both parties acknowledge that they will be responsible for the information to which they have access or use and that they will adapt the processing of the personal data to the laws of EU (Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016), Spain, and the law of the Buyer respectively.

The personal information VIRCELL collects from you, either directly or indirectly, will depend on how you interact with us and with the Site. We collect personal information about you from the following different sources:

1. Information that you provide directly: We collect personal information directly from you when you choose to provide us with this information online and through your other interactions with us (such as data collected via social media or customer service communications). Certain parts of the Site ask you to provide personal information when you engage with the following services: Account creation, customer service information, purchase of products, warranty claims and returns processing.
2. Information that we collect indirectly: We collect personal information about you indirectly, including through automated means from your device when you use our Site. Some of the information we collect indirectly is captured using cookies and other tracking technologies.
3. Information from third parties: We also could collect information about you from third party sources, i.e. our service providers that provide operational assistance, email, marketing and analytics services, professional recruitment firms, background check providers, as well as financial and credit related services and payment services and social media platforms. Information received from third parties will be checked to ensure that the third party either has your consent or are otherwise legally permitted or required to disclose your personal information to us.

We use the personal information that we collect from and about you only for the purposes described in this Privacy Policy or for purposes that we explain to you at the time we collect your information. Depending on our purpose for collecting your information, we rely on one of the following legal bases:

1. Contract - we require certain personal information in order to provide and support the products and services you purchase or request from us;
2. Consent – in certain circumstances, we may ask for your consent (separately from any contract between us) before we collect, use, or disclose your personal information, in which case you can voluntarily choose to give or deny your consent without any negative consequences to you;
3. Legitimate interests – we may use or disclose your personal information for our own legitimate business interests or those of a third party, but only when we are confident that your privacy rights will remain appropriately protected. If we rely on our (or a third party's) legitimate interests, these interests will normally be to: operate, provide and improve our business, including our Websites and Apps; communicate with you and respond to your questions; improve our Websites and Apps or use the insights to improve or develop marketing activities and promote our products and services; detect or prevent illegal activities (for example, fraud); and/or to manage the security of our IT infrastructure, and the safety and security of our employees, customers, vendors and visitors; or
4. Legal obligation – there may be instances where we must process and retain your personal information to comply with laws or to fulfil certain legal obligations.

For the development of our business relationship, we share your personal information with the following categories of recipients:

1. Third party service providers and partners who provide data processing services to us as necessary to provide you with our products and/or services (to support the delivery of, provide functionality on, or help to enhance the security of our Websites and Apps), or who otherwise process personal information for purposes that are described in this Privacy Policy. The following table lists the main third party service providers we engage to process your personal information, the categories of services they provide, and the types of personal information they receive in order to provide us these services;
2. Third party services: when you use third party services linked through our Websites and Apps, for example, third party payment services, your personal information will be collected by the provider of such services. Please note that when you use third party services, their own terms and privacy policies will govern your use of their services;
3. any competent law enforcement body, regulatory, government agency, court or other third party (our professional advisers) where we believe disclosure is necessary (i) as a matter of applicable law or regulation, (ii) to exercise, establish or defend our legal rights, or (iii) to protect your vital interests or those of any other person;
4. a buyer (and its agents and advisers) in connection with any actual or proposed purchase, merger or acquisition of any part of our business, provided that we inform the buyer it must use your personal information only for the purposes disclosed in this Privacy Policy; or
5. any other person with your consent to the disclosure (obtained separately from any contract between us).

We use appropriate technical and organisational measures to protect the personal information that we collect and process about you. The measures are designed to provide a level of security appropriate to the risk of processing your personal information. Specific measures we use include encrypting your personal information using an industry standard framework as part of any Information Security programme; employing advance malware protections; implementation of other reasonable security defences. However, where you have created an account with us that uses a unique password to enable you to access our Site, it is your responsibility to keep this password secure and confidential.

We retain the personal information we collect from you where we have an ongoing legitimate business need to do so (for example, to provide you with a service you have requested or to comply with applicable legal, tax or accounting requirements). In certain circumstances, we will need to keep your information for legal reasons after our contractual relationship has ended. The specific retention periods depend on the nature of the information and why it is collected and processed and the nature of the legal requirement.

According to Regulation EU 2016/679, individuals located in the EU Area and the UK have the following data protection rights. To exercise any of them see specific instructions below or contact us using the contact details provided under the "How to contact us"section existing on the Site:

• You may access, correct, update or request deletion of your personal information
• You can object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information, (i.e. your data to be transferred in a readable and standardised format).
• You have the right to opt-out of marketing communications we send you at any time. You can exercise this right by clicking on the “unsubscribe” or “opt-out” link in the marketing e-mails we send you or unsubscribing via text. You can also contact us (using the contact details indicated below). If you choose to opt out of marketing communications, we may still send you non-promotional emails, such as emails about your account or our ongoing business relations.
• If we have collected and processed your personal information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.
• You have the right to complain to a supervisory authority about our collection and use of your personal information. For more information, please contact your local supervisory authority. Contact details for supervisory authorities in Europe are available and for supervisory authorities in the UK. Certain supervisory authorities may require that you exhaust our own internal complaints process before looking into your complaint.

We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws.

If you have any questions or concerns about our use of your personal information, please contact us using the following details: personaldata@vircell.com. You may also write us at the following details: Avicena, 8 (18016-Granada-Spain), ATTN: “Legal Department”.

 Dispute Resolution and applicable Law.

If a dispute arises from or relates to the present Terms and Conditions or the breach thereof, and if the dispute cannot be settled through direct discussions, then the Parties shall resolve such dispute by arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with the said Rules. The proceedings shall take place in Paris (France) and shall be conducted in English. The fees and expenses of the arbitration panel and the cost of the arbitration (including lawyers’ fees) shall be borne by the Party against whom the arbitration award rules or, to the extent a Party is only partially successful, on a pro-rata- basis in proportion to the amount awarded by the arbitration panel compared to the total amount of the claim. This provision shall not preclude the right of either party to address any competent court or tribunal in respect of obtaining interim measures, but the parties also agree that the arbitrator shall have the authority to issue injunctive measures with which the parties shall be obliged to comply, and which shall be to the same extent as definitive awards under any relevant applicable law. The parties expressly agree to abide by the arbitration award.

These Terms and Conditions of Use and Sale and the relationship arising from it shall be governed by the Laws of Spain.

Notices.

All legal notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Invoice and in the case of VIRCELL with copy to its corporate headquarters at Avicena, 8 (18016-Granada-Spain), ATTN: “SAT Vircell”. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.