Unit 1, Long Mile Business Park,
Long Mile Road,
Phone: +353 1 4500155
Company Registration No: 392272 (Registered in Ireland)
VAT / TAX ID No: IE 6412272J
Terms and Conditions
The following Terms and Conditions apply to all offers, deliveries and services made or rendered by Cellix as well as to pending and future transactions and deliveries even if no express reference to these terms is being made, as far as these terms have applied to an earlier transaction or delivery. Deviating terms of the Buyer shall only apply if expressly confirmed by Cellix in writing.
1. General Terms & Conditions
The following Terms and Conditions ('T&Cs') apply to all offers, deliveries and services made or rendered by Cellix as well as to pending and future transactions and deliveries even if no express reference to these terms is being made, as far as these terms have applied to an earlier transaction or delivery. Deviating terms of the Buyer shall only apply if expressly confirmed by Cellix in writing, even if such deviating terms are attached to it's purchase order. Neither Cellix's lack of objection to deviating terms from these T&Cs, nor the delivery of the Products, shall constitute an agreement by Cellix to such deviating terms.
As used in these T&Cs, the following terms, whether used in the singular or plural, shall have the following meanings:
"Affiliate": Any entity, present or future, controlled by or controlling Cellix, directly or indirectly, where "control" means the ownership of 50% of more of the share capital or the right to exercise 50% of more of the voting rights.
"Confidential Information": Any information, data or documents, regardless of their subject matter (technical, scientific, financial etc.) or nature (knows-how, methods, processes, etc.) medium (written, hard-copy or digital documents, etc.) or transmission methods (written or oral) (i) disclosed by Cellix to the Buyer in relation to a Product or Service, or (ii) to which the Buyer has access within the framework of the purchase of the Products or Service. Confidential Information includes, without limitation these T&Cs, the prices, price list, the technical information such as but not limited to the Documentation. Confidential Information does not include information otherwise lawfully available from a third party, without any limitation on its use, distribution or disclosure; (ii) in the public domain and obtained by the Buyer through no wilful action or gross negligence by the Buyer or any third party; or (iii) lawfully known to the Buyer prior to its disclosure, as evidenced by the Buyer.
"Buyer": Any individual, organisation or legal entity that purchased any Product or Service directly from Cellix.
"Documentation": Any documentation that is delivered by Cellix to the Buyer and describing the specifications and instructions for use of the Product.
"Cellix": Cellix Limited incorporated and trading under Irish Law, with its registered office at Unit 1 Longmile Business Park, Longmile Road, Dublin 12, D12 EK79, Ireland and registered with the Company Registration Office in Ireland under number 392272 or any of its Affiliates from which the Products are purchased.
"IP Rights": means all intellectual property rights pertaining to the Products or Services of whatever nature, including inventions (irrespective of whether patented or patentable), discoveries, methods, ideas, data, royalties, software, techniques and information, whether or not patentable and whether or not suitable for industrial application, patents, copyright (present and future), trademarks, business names, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in computer software, design rights, rights to inventions, database rights, rights in performances, topography rights (whether or not any of these is registered and including any applications for registration of any such rights), rights to preserve the confidentiality of information (including trade secrets and know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
"Product": Cellix's equipment, instruments (including software which may be delivered independently and/or licensed to the Buyer as forth in these T&Cs), consumables and reagents.
"Service": Any technical service (including application development) which may be delivered to the Buyer from time to time.