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TERMS AND CONDITIONS

Please read all these terms and conditions (“Terms and Conditions”) before submitting an Order.

Please read these Terms and Conditions carefully before you submit your Order to us. These Terms and Conditions tell you who we are, how we will provide any Products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

  1. Application
    • These Terms and Conditions will apply to the purchase of the Products by you (the Customeror you). We are Revivocell Limited, a company incorporated in England and Wales under number 09444997, whose registered office is at I-Tac Bio, Sci-Tec Daresbury, Keckwick Lane, Daresbury, Cheshire, WA4 4AD  (Revivocell or us or we).
    • These are the terms on which we sell our Products to you. By ordering any of the Products, you agree to be bound by these Terms and Conditions. You may only purchase the Products from the if you are eligible to enter into a contract on behalf of the Business you are representing and are at least 18 years old.
    • We advertise Products to Businesses for industrial application and not to Consumers. If you are a Consumer, please do not use this Website or Order any Products from us.
    • These Terms and Conditions constitute the entire agreement between us in relation to your purchase of any Products. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and Conditions and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
    • Definitions

    Business means a commercial entity that is purchasing the Products in order to resell them or use them in connection with a trade, craft or profession.

    Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

    Consumer means an individual acting for purposes which are wholly or mainly outside their trade, business, craft or profession;

    Contract means the legally-binding agreement between you and us for the supply of the Products construed in accordance with, and subject to, these Terms and Conditions;

    Data Protection Laws means any applicable law relating to the processing of Personal Data including, in the United Kingdom, the Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426, and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive) or Directive 2002/58/EC (ePrivacy Directive) and/or the General Data Protection Regulation (EU) 2016/679 (GDPR) and Data Protection Act 2018 and/or any corresponding or equivalent national laws or regulations;

    Delivery Location means the location where you have requested the Products are to be supplied, as set out in the Order;

    Order means the Customer's order for the Products from Revivocell as submitted following the step by step process set out on the Website or through any other medium;

    Privacy Policy means the terms which set out how we will deal with confidential and personal information received from you via the Website;

    Products means the Products advertised on the Website that we supply to you of the number and description as set out in the Order; and

    Website means our website www.revivocell.com on which the Products are advertised.

    1. Products
      • The description of the Products is as set out on the Website, catalogues, brochures or any other form of advertisement displayed or otherwise distributed by Revivocell. Any description is for illustrative purposes only and may vary to the Products supplied.
      • The packaging of the Products may vary from that shown in images on our Website.
      • All Products which appear on the Website are subject to availability and we reserve the right to make changes to the Products available on the Website at any time.
      • In particular, we reserve the right to make beneficial changes to Products you have ordered. This could be to comply with any applicable law, regulation or safety requirements, or to implement minor technical adjustments and improvements, for example to optimise the Products.
    2. Personal information and Registration
      • When purchasing Products through the Website you may do so as a ‘guest’ or by registering to use the Website. If you wish to become a registered user of the Website, you can create an account at any time. Any Business that you register on behalf of will remain responsible for all actions and security in relation to your account.
      • We retain and use all information strictly in accordance with Data Protection Laws and the Privacy Policy.
      • We may contact you by using e-mail or other electronic communication methods and you expressly agree to this.
    3. Basis of Sale
      • The description of the Products on our Website does not constitute a contractual offer to sell the Products. When an Order has been submitted on the Website or through any other medium, we can reject it for any reason, although we will try to tell you the reason without delay.
      • Unless you are otherwise informed in writing, the Order process is set out on the Website. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the ordering process correctly.
      • A Contract will be formed for the sale of Products ordered when you receive an email from us confirming the Order (Order Confirmation) or within 2 Business Days of the Order being placed by you, whichever is the earlier. You must ensure that the Order Confirmation is complete and accurate and inform us immediately of any errors. We are not responsible for any inaccuracies in the Order placed by you. You will receive the Order Confirmation within a reasonable time after making the Contract, but in any event not later than the delivery of any Products supplied under the Contract.
      • If we are unable to accept your Order, we will inform you of this as soon as possible. This may be, without limitation, because:
        • one or more of the Products are out of stock;
        • we are experiencing unexpected limits on our resources which we could not reasonably plan for;
        • a credit reference we have obtained for you does not meet our minimum requirements;
        • we have identified an error in the price or description of the Product(s); or
        • we are unable to meet a delivery deadline you have specified.
      • If the Products are not in stock or are otherwise unavailable, we will send out an equivalent product, or, if this is not possible, we will give you the option to cancel the Order, amend the Order or wait until the Product is available again, where applicable.
      • No variation of the Contract, whether regarding the description of the Products, fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and Revivocell in writing and authorised by a member of our senior staff.
    4. Price and Payment
      • The price of the Products and any additional delivery or other charges are those set out on the Website at the date of the Order, or such other price as we may agree in writing.
      • Prices and charges exclude VAT at the rate applicable at the time of the Order.
      • You will be required to pay when using our online checkout service on the Website by submitting your credit or debit card details with your Order or via bank transfer in accordance with instructions notified to you in writing. We will take payment immediately or otherwise before delivery of the Products. All payments through the Website are processed by Shopify and their Terms of Service are incorporated into these Terms and Conditions by reference.
      • You must pay all amounts due to us under these Terms and Conditions in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
      • We can charge interest if you pay late. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
      • If you think an invoice that you have been issued by us is incorrect, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
    5. Delivery
      • We will deliver the Products, to the Delivery Location by the time or within the agreed period or, failing any agreement, without undue delay and, in any event, not more than 20 Business Days after the day on which the Contract is entered into.
      • If any Products form a commercial unit (a unit is a commercial unit if division of the unit would materially impair the value of the Products or the character of the unit) you cannot cancel or reject the Order for some of those Products without also cancelling or rejecting the Order for the rest of them.
      • We deliver the Products globally. However, you will be responsible for payment of any and all import duties or other taxes, as we will not pay them.
      • You agree we may deliver the Products in instalments if we suffer a shortage of stock or other genuine and fair reason, subject to the above provisions and provided you are not liable for extra charges.
      • If you or your nominee fail, through no fault of ours, to take delivery of the Products at the Delivery Location, we may charge the reasonable costs of storing and redelivering them.
      • The Products will become your responsibility from the completion of delivery or Customer collection. You must (if reasonably practicable without breaking the seal) examine the Products before accepting them.
    6. Risk and Title
      • Risk of damage to, or loss of, any Products will pass to you when the Products are delivered to you.
      • You do not own the Products until we have received payment in full. If full payment is overdue or a step occurs towards your bankruptcy, we can choose, by notice to cancel any delivery and end any right to use the Products still owned by you, in which case you must return them or allow us to collect them.
    7. Cancellation of the Contract
      • We may end the Contract for a Product at any time by writing to you if you commit a breach of these Terms and Conditions as follows:
        • you do not make any payment to us when it is due and you still do not make payment within 5 Business Days of us reminding you that payment is due; and/or
        • you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us.
      • If we end the Contract in the situations set out in Clause 1, we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of you breaching the Contract.
    8. Warranty
      • We warrant that, on delivery, any Products which we provide to you shall:
        • conform with their description; and
        • be free from material defects in design, material and workmanship.
      • Subject to Clause 3, PROVIDED THAT:
        • you give us notice in writing within 5 Business Days of discovery that any Product does not comply with the warranty set out in Clause 1;
        • we are given a reasonable opportunity of examining the Product; and
        • you return such Product to us at our cost, we shall, at our option, repair or replace the defective Product, or refund the price of the defective Product in full.
      • We will not be liable for a Product's failure to comply with the warranty in Clause 1 if:
        • you make any further use of such Product after giving a notice in accordance with Clause 2.1;
        • the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice;
        • you alter the Product without our written consent; or
        • the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions.
      • Except as provided in Clause 2, we shall have no liability to you in respect of any failure of a Product to comply with the warranty set out in Clause 10.1.
      • These Terms and Conditions shall apply equally to any replacement Products supplied by us in accordance with Clause 2.
    9. Successors and our sub-contractors
      • We can transfer the benefit of these Terms and Conditions to someone else, however we will remain liable to the other for its obligations under these Terms and Conditions. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms and Conditions.
      • You may only transfer your rights or your obligations under these Terms and Conditions to another person or entity if we agree to this in writing.
      • No person who is not a party to these Terms and Conditions shall have any rights to enforce any of its provisions and these Terms and Conditions can be varied without any third party's consent. Neither of us will need to get the agreement of any other person in order to end the Contract or make any changes to these Terms and Conditions.
    10. Circumstances beyond the control of either party
      • In the event of any failure by a party because of something beyond its reasonable control:
        • the affected party will advise the other party as soon as reasonably practicable; and
        • the party's obligations will be suspended so far as is reasonable, PROVIDED THAT that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid.
    1. Intellectual Property
      • We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
      • “Revivocell“ and “CELLBLOKS” are registered trade marks and are therefore legally protected under the Trade Marks Act 1994. All other names and logos used by us on the Website or on the Products are unregistered trade marks which are protected by the common law doctrine of “passing off”. No rights are granted to Customers or any third-parties to reproduce our trade marks, registered or otherwise, for any purpose without prior written approval from Revivocell.
      • Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.
      • You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors and/or our prior written agreement.
      • Should you leave a testimonial or review of our Products, you agree to us publishing your comments on our Website or in any other media format or platform that we choose.
      • The Products are manufactured using patent protected designs and technology.
        You agree that unless expressly permitted in law, you shall not reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise create derivative products from or exploit in any way the Products or their design.
    2. Reliance on our Website
      • The content on our Website is provided for general information only and is not intended to amount to advice on which you should rely.
      • Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date.
      • Where our Website contains links to other sites and resources provided by third-parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them as we have no control over the contents of those sites or resources.
      • We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
    3. Prohibited use
    • You may not use the Website for any of the following purposes:
    • in any way which causes, or may cause, damage to the Website or interferes with any other person's use or enjoyment of the Website;
    • in any unlawful or fraudulent manner;
    • to transmit, or to procure the transmission of any unsolicited marketing materials to us;
    • in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
    • to knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
    • to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website; or
    • making, transmitting or storing electronic copies of content protected by copyright without the permission of the owner.
      1. Linking to our Website
      • You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
      • However, you must not:
      • establish a link in such a way as to suggest any form of association, approval or endorsement by Revivocell, unless otherwise approved by us;
      • establish a link to our Website in any website that you do not own;
      • frame our Website on any other site, nor may you create a link to any part of our Website other than the home page; or
      • link from any website that contains fraudulent, false, misleading or deceptive information; or defamatory, libelous, obscene, pornographic, vulgar or offensive content; or promotes discrimination, racism, hatred, harassment or harm toward any third-party; or promotes violence or actions that are threatening to any third-party; or promotes illegal or harmful activities.
        1. Confidentiality
        • If you are a Business you may become privy to our sensitive commercial information including commercial pricing (“Confidential Information”) in order for us to perform our obligations under these Terms and Conditions.
        • You shall hold our Confidential Information in confidence and shall not make our Confidential Information available to any third party, or use our Confidential Information for any purpose other than the implementation of these Terms and Conditions unless you are required to disclose it by law, by any court of competent jurisdiction or by any regulatory or administrative body.
        • Our Confidential Information shall not be deemed to include information that: 
        • is or becomes publicly known other than through any breach of these Terms and Conditions by you;
        • was in your lawful possession before the disclosure;
        • is lawfully disclosed to you by a third-party without restriction on disclosure; or
        • is independently developed by you.
        1. Limitation of liability
        • Except to the extent expressly stated in Clause 4, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
        • Subject to Clause 4, we shall not be liable in contract or tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for any indirect or consequential losses, any economic loss, loss of revenue, business, profits or business opportunities, anticipated savings or profits, loss of or damage to reputation, loss of goodwill or data or for any punitive damages, penalties, interest or costs, (including legal and professional costs and expenses) suffered in connection with the use of this Website or the Products by the Customer or its end users.
        • Revivocell’s total liability to the Customer for all other losses arising under or in connection with any Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by the Customer for any Products in accordance with that Contract.
        • Revivocell does not exclude liability for:
        • fraud or fraudulent misrepresentation;
        • for death or personal injury caused by the negligence of Revivocell; or
        • any other losses which cannot be excluded under applicable law.
        • This Website, its Content and the Products on it are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
           19.  Suspension of Use

                We reserve the right to suspend your use of this Website at any time if you breach these terms and Conditions and/or deactivate your account without notice.

                1. Governing law, jurisdiction and complaints
                • The Contract (including any non-contractual matters) is governed by the laws of England and Wales.
                • Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
                • We try to avoid any dispute, however in the unlikely event that a Customer wishes to make a complaint, Customers should contact us to find a solution. We will aim to respond with an appropriate solution within 5 Business Days.