These terms and conditions ("Term") are used by Horizon Discovery Biosciences Limited and its Affiliates (as defined below) (together "Supplier") applicable on web sites controlled by Supplier for the online purchase of products ("Product(s)") and for custom generation of cell lines ("Service(s)"). PRODUCTS AND SERVICES ARE SUPPLIED FOR INTERNAL RESEARCH AND DEVELOPMENT PURPOSES ONLY.
1. ABOUT US
1.1 Horizon Discovery Biosciences Limited means a company registered in England and Wales with a company number 05978215 (Horizon). Affiliates shall mean Revvity Discovery Limited and Dharmacon, Inc. The Supplier companies are parts of the Revvity, Inc. group of companies.
1.2 Contacting us. To contact Supplier Customer Service Team call 800-235-9880 (USA) / 08003766188 (UK) or email orders.horizon@revvity.com.
2. OUR CONTRACT WITH YOU ("Buyer" or "you")
2.1 Our contract. These Terms apply to the order by Buyer and supply of Products or Services by Supplier. No other terms are implied by trade, custom, practice or course of dealing. Supplier may amend these Terms at any time by posting amended Terms on its web site). The amended or updated Terms will be effective from the date of posting, or such later date specified in them, and will apply to purchases of Products or orders of Services with such effective date.
2.2 Entire agreement. The Terms, any applicable Label Licenses (defined below) and the Order Acknowledgement (defined below) is the entire agreement between us in relation to its subject matter ("Contract"). You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing. These Terms also supersede any previous terms and conditions of sale. Except as otherwise provided in these Terms, trade terms will be interpreted in accordance with Incoterms latest edition.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Obtaining a quote. Please follow the onscreen prompts to receive a quote ("Quote").
3.2 Placing your order. Please follow the onscreen prompts to place an order ("Order"). Each Order is an offer by you to buy the Products specified in the order subject to these Terms.
3.3 Correcting input errors. Supplier's Order process allows Buyer to check and amend any errors before submitting your Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate.
3.4 Acknowledging receipt of your Order. After you place an Order, you will receive an email from Supplier acknowledging that we have received it, but this does not mean that it has been accepted.
3.5 Accepting your Order. Acceptance of your Order takes place when Supplier sends the email to you to accept it, at which point the Contract is formed between you and the Supplier ("Order Acceptance").
3.6 If we cannot accept your Order. If we are unable to accept your Order for any reason, we will inform you by email and we will not process your Order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
4. OUR PRODUCTS
4.1 Buyer's Permitted Uses and Restrictions on Such Use. ALL PRODUCTS DELIVERED UNDER THE AGREEMENT ARE PROVIDED SOLELY FOR BUYER'S INTERNAL RESEARCH AND DEVELOPMENT USE. Products are not tested and may not be used for IND-enabling toxicology studies, diagnostic, therapeutic or other commercial purposes and may not be administered to humans for any purpose, or to animals for diagnostic or therapeutic purposes. It is solely Buyer's responsibility to make sure Products are suitable for Buyer's particular use and no claim is made for suitability of use in applications regulated by any competent authority in any country or region regulating medicines and healthcare and life sciences products ("Regulatory Authority"). Buyer represents and warrants that it will comply with all biosafety containment guidelines, requirements, and procedures applicable to Products in Buyer's facility and jurisdiction. Additionally, Buyer is solely responsible for making sure its use of Products complies with applicable laws, regulations and governmental policies. Buyer must obtain all necessary approvals, intellectual property rights, licences and permissions Buyer may need for its use. The right to use a Product does not, in and of itself, include or carry any right of Buyer to any technology or intellectual property of Supplier other than that expressly provided in these Terms or Additional Terms (if any). Buyer may not reverse engineer Products using sequencing or otherwise. Buyer will not modify, change, remove, cover or otherwise obscure any Supplier brands, trade or service marks on Products. With respect to research use, Buyer may, solely with the prior written consent of the Supplier, transfer Product to a bona- fide third party with whom Buyer has entered a written collaboration agreement for use of Product in a collaborative research project, provided that: (i) such collaborator agrees to be bound by the restrictions contained in these Terms regarding use, intellectual property rights and confidentiality; (ii) any performance guarantee given by Supplier will not apply to any transferred Product; and (iii) Supplier may, at its sole discretion, decline to provide technical support for any transferred Product(s). Buyer will not resell, transfer or distribute any Product either as a stand-alone product or as a component of another product without a valid, written distribution agreement in place between Supplier and Buyer. Buyer will ensure that markings and instructions required under all applicable law and regulations or otherwise by Supplier are maintained on Product and packages, and are followed and transferred in the event that Buyer re-packs or re-labels Product for onward sale, distribution or otherwise. Any permitted onward shipment, or return, of Products will only be conducted by Buyer in accordance with these Terms and accepted industry practice.
4.2 Limited Use Licences. Many Products, their use and applications, are covered by pending and issued patents. Certain label licences govern the use of Products ("Label Licences"), these can be found at Horizon and Dharmacon Licensing Statements and Limited Use Label Licences. For Base Editing Research Reagents Products the specific Label License shall apply: Base Editing Research Reagents LULL. For Lentiboost Products the specific Label License shall apply.
4.3 It is Buyer's responsibility to determine which intellectual property rights held by third parties may restrict the use of Products for a particular application and Supplier accepts no liability whatsoever for Buyer's failure to do so. Please review the Label Licences governing the use of Products. Buyer will comply with the terms of such Label Licences with respect to its use of Products and Products are supplied subject to any applicable terms of such Label Licences.
4.4 We reserve the right at any time without notice to change the specifications and/or pricing of Products, or to discontinue any Products.
4.5 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. The colour of your Products may vary slightly from those images. The packaging of your Products may vary from that shown on images on our site.
5. Prices and Taxes. Quoted prices apply for the period stated in the Quote. All other prices are as listed on the Supplier's website and may change at any time. Prices exclude (i) duties, levies, and other governmental fees, and (ii) VAT, sales taxes, or equivalent taxes. All such taxes and duties on the Products will be added to the invoice and paid by the Buyer. If the Buyer is required by law to withhold or deduct any amount from payments to Supplier, the Buyer will gross up the payment so that Supplier receives the full amount due. Standard delivery and handling charges will also be added to the Buyer's invoice.
6. Payment. Payment is due thirty (30) days from the invoice date. If the Buyer does not use the online payment system, the Supplier may invoice at any time before dispatch, and the Buyer must pay by the date stated in the Order Acceptance. Payment must be made by electronic transfer or any method specified in the Order Acceptance, and the Supplier is not required to dispatch Products until full cleared funds are received. If the Buyer fails to pay any amount by its due date, the Supplier may: (i) cancel or suspend performance of this Contract or any other agreement with the Buyer; (ii) withdraw or reduce any discounts; (iii) require security for future deliveries; and/or (iv) charge the Buyer (a) all costs and expenses (including legal fees and currency exchange losses) incurred in recovering overdue sums; and (b) interest at 4% above the Barclays Bank plc base lending rate, accruing daily from the due date until payment.
7. Delivery and Shipment. Once Supplier submits its Order Acceptance to Buyer, Buyer cannot cancel its Order without the written approval of Supplier. For any permitted cancellation, a cancellation charge of 50% of the price shown on the relevant Order Acceptance will apply (unless the Order is for Services in which case clause 29 shall apply). Delivery terms are DDP Incoterms 2020 for IVD products and Products shipped to the United States, and FCA Incoterms 2020 for all other Products, unless otherwise stated in the relevant Order Acceptance. Products will be shipped via carrier selected by Supplier. Risk in Products will pass to Buyer upon delivery to the carrier and Buyer will arrange its own insurance from delivery. Delivery dates are approximate only and time shall not be of the essence in relation to delivery. Failure to deliver by any specified date will not give rise to any right for Buyer to cancel its Order, nor will Supplier be liable for any damages or losses arising out of delays in delivery. Supplier may deliver Products in instalments and invoice separately for each delivery. Failed deliveries resulting from incorrect information supplied by Buyer will attract an administration fee as well as freight charges for outward shipment and return. If a shipment is delayed at Buyer's request, Buyer will reimburse Supplier for all costs associated with such delay. Special packaging requirements, if agreed to in writing by Supplier, will be at Buyer's expense. Products are shipped Monday through to Friday via carrier at Supplier's sole discretion.
8. Delegation by Supplier. Supplier may, without the Buyer's consent, at any time delegate the performance of any of its obligations under an Order to another Affiliate or a duly appointed distributor
9. Title. Notwithstanding risk in Products passing according to clause 7, title to Products will not pass to Buyer until: (i) payment is received in full by Supplier for Products; or (ii) on delivery, whichever is later.
10. Inspection and Returns. Buyer will be responsible for inspecting all Products shipped under the Contract, and Buyer will give Supplier written notice of non-conforming or damaged Products upon receipt. If Buyer fails to notify Supplier of non-conformance within three (3) days of the date of delivery, Products will be deemed by Supplier to be accepted by the Buyer. However, such acceptance will not be considered a waiver under the Warranty (defined below). Products may not be returned except in the case of: i) defective Products covered under the Warranty; ii) Supplier shipment errors; or iii) in accordance with clause 12 below.
11. Recall of Products. If the Supplier determines that a Product recall is necessary, the Buyer will, upon notice (which may be given verbally and confirmed in writing), follow the Supplier's reasonable instructions and provide reasonable assistance, including: (i) making all affected Products ("Affected Products") available for collection by the Supplier or its authorised representative; and (ii) providing any information or assistance reasonably required. The Supplier will arrange and pay for collection of Affected Products. Affected Products made available for collection will be either credited at the price paid by the Buyer or replaced by the Supplier. The Supplier may destroy all Affected Products for safety reasons and has no obligation to keep, return, or otherwise deal with them.
12. Limited Warranty. Supplier warrants solely to Buyer that from the delivery date until the earlier of: 1) Product's expiry or "use by" date; or 2) 12 months from the delivery date that Products will conform in all material to Supplier's published specifications for such Products at the time of Order Acceptance ("Warranty"). SUPPLIER AND ITS DISTRIBUTORS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER STATUTORY OR OTHERWISE), AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, SATISFACTORY QUALITY, NON-INFRINGEMENT, CONDITION OR DESCRIPTION. THE LIMITED WARRANTY PROVIDED DOES NOT APPLY TO ANY DEFECT CAUSED BY FAILURE TO PROVIDE A SUITABLE STORAGE, USE OR OPERATING ENVIRONMENT; USE OF NON-RECOMMENDED REAGENTS OR BIOCHEMICALS; THE USE OF ANY PRODUCT FOR A PURPOSE OR IN A MANNER OTHER THAN THAT FOR WHICH THEY WERE DESIGNED; MODIFICATIONS DONE BY BUYER, ITS EMPLOYEES, AGENTS, SUBCONTRACTORS AND AUTHORISED REPRESENTATIVES; OR ANY OTHER ABUSE, MISUSE OR NEGLECT OF THE PRODUCTS BY BUYER. Any model or sample furnished to Buyer is merely illustrative of the general type and quality of goods and does not represent that any Product will conform to such model or sample. The Warranty is valid only when the Product is used by properly trained individuals. All technical advice, documentation and information provided by Supplier, whether by phone, e-mail, website or any other channel is provided "AS IS" and without any warranty of any kind. It is the responsibility of Buyer to determine if Product is suitable for a specific purpose and to apply the necessary safety precautions. Buyer's exclusive and sole remedy under the Warranty is: (i) repair or replacement of Product that failed to conform to the Warranty; or (ii) at Supplier's option or, where applicable, at Supplier's distributor's option, a credit for that portion of Product which is not conforming.
13. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF SUPPLIER (INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS EMPLOYEES, AGENTS, SUBCONTRACTORS AND AUTHORISED REPRESENTATIVES) UNDER THESE TERMS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, BUT EXCLUDING LIABILITY OF SUPPLIER FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH WILL BE AS PROVIDED UNDER CLAUSE 12 ABOVE)) WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE PAID BY BUYER TO SUPPLIER WITH RESPECT TO THE PRODUCT(S) GIVINGRISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL SUPPLIER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE OR PERFORMANCE OF ANY PRODUCTS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL, ANTICIPATED OR OTHERWISE), REGARDLESS OF WHETHER SUPPLIER (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (b) IS NEGLIGENT. This limitation of liability does not limit the liability of Suppler for death or personal injury caused by Supplier's negligence, or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
14. Intellectual Property Rights; Limited Licence. All intellectual property rights in the Products, any Custom Products (except to the extent of any Buyer‑owned IP licensed to the Supplier), and all Supplier technology, know‑how, and other intellectual property used in or relating to the design, manufacture, or use of the Products, will at all times remain the exclusive property of the Supplier and its licensors. Except as expressly stated in these Terms, no rights or licences (whether patent, design, copyright, trademark, or otherwise) are granted to the Buyer.
15. Technical Advice. At Buyer's request, Supplier may furnish technical assistance, advice and information with respect to Products at Buyer's risk. It is expressly agreed that Supplier is under no obligation to provide such assistance or information and that any assistance or information that is provided will be subject to the warranty disclaimers set forth above. Supplier will not be liable to Buyer for any technical assistance or information related to Products given by Supplier or any suggestions by Supplier regarding the use, selection, application or suitability of Products.
16. Confidentiality. Buyer agrees that all pricing, discounting and technical information that Supplier provides to Buyer is the confidential and proprietary information of Supplier. Buyer agrees to: (i) keep such information confidential and not disclose such information to any third party, and (ii) use such information solely for Buyer's internal purposes and in connection with Products supplied under the Contract. Nothing in these Terms will restrict the use of information which is available to the general public.
17. Data Protection. Each party will comply with all applicable Data Protection Legislation in relation to any Personal Data processed under the Contract. By applying for or accepting a credit facility, the Buyer agrees that the Supplier may process Personal Data about the Buyer's proprietors or directors to assess creditworthiness. The Supplier may make searches with credit reference agencies, which will record those searches and may share them with other businesses. The Supplier may also monitor the Buyer's trading performance and share such information with credit reference agencies for credit assessment and fraud-prevention purposes. "Data Protection Legislation" means all applicable laws relating to the protection of Personal Data, including the UK Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, the UK GDPR, and any replacements or updates to them
18. Indemnity. To the extent allowed by applicable law, and except where a claim arises as a result of Supplier's gross negligence or wilful misconduct, Buyer will indemnify, defend and hold harmless Supplier and, its officers, agents, employees, distributors and affiliates (each an "Indemnified Party") for all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) which may be made against an Indemnified Party as a result of Buyer's acts, omissions, use of Product (including any Custom Product) or Supplier's compliance with any instructions provided by Buyer.
19. Breach of Agreement or Insolvency. Supplier may immediately suspend performance of the Contract, cancel any outstanding deliveries of Products, stop any Products in transit or by notice in writing to Buyer to terminate the Contract without liability to Buyer if: (i) Buyer commits a material breach of any of its obligations under the Contract which is incapable of remedy or fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by Supplier to remedy or desist from such breach within a period of 14 days; or
(ii) Buyer enters into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration or into a corporate voluntary arrangement or Supplier has reason to doubt the credit worthiness of Buyer. Notwithstanding any such termination or suspension in accordance with Sections 0(i) or (ii), Buyer will pay Supplier for all Products delivered up to and including the date of suspension or termination and invoiced by Supplier or its authorised representative. Termination of the Contract for any reason is without prejudice to the rights and remedies of either party which may have accrued up to termination.
20. Governing Law and Jurisdiction. Except as expressly otherwise provided below, the Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the English courts.
21. Export Control. Products and information provided by Supplier to Buyer are subject to United States, European Union, UK (to the extent that it is no longer a member state of the European Union), and other jurisdictional export-control laws and regulations. Buyer may not, directly or indirectly, import, sell, export, re-export, transfer, divert, or otherwise dispose of any such Product or information (including without limitation Products derived from or based on the Products or information) to any destination, entity, or person prohibited by United States, European Union, UK (to the extent that it is no longer a member state of the European Union) or other jurisdictional laws or regulations.
22. Regulatory for Products Marketed "In Vitro Diagnostic Use". Products marketed by Supplier for IVD use have been cleared by the United States Food and Drug Administration ("FDA") for IVD use. If purchased hereunder, no license is conveyed or implied for Buyer to use, and Buyer agrees not to use, such Products in any manner requiring other regulatory approval, clearance or registration relating to IVD use. Buyer agrees to use IVD Products only in accordance with the Product's intended use as defined in the documentation and specifications provided with such Product. Where Product is labeled with "For Research Use Only" or a similar labeling statement and is not for use in diagnostic procedures, Buyer acknowledges that the Product has not been approved, cleared, or licensed by the FDA or any other regulatory entity, whether foreign or domestic, for any use in clinical studies or clinical trials, whether research, commercial, or diagnostic.
23. Purchases for the U.S. Government. If Buyer is placing its Order for the U.S. Government or in support of a contract with the U.S. Government, Buyer agrees that Products purchased are "commercial items" as that term is defined in the Federal Acquisition Regulations ("FAR"). If Buyer is an employee or other authorized Buyer placing an Order in the name of the U.S. Government and Buyer's Order is less than or equal to $2500, then Buyer agrees that only the Contract applies apply to the Order. If Buyer's Order is greater than $2500, then Buyer agrees that the Order is subject to FAR Part 12, and pursuant to FAR 12.302, only those mandatory provisions of FAR 52.212-4, as well as FAR 52.222-3, FAR 52.225-13, FAR 52.233-3, and the Contract applies. If Buyer is a government contractor placing an Order in support of a contract with the U.S. Government, Buyer agrees that only those provisions in FAR 52.244-6 as well as the Contract applies to Buyer's Order. All other terms and conditions are expressly rejected. In the event of a conflict between the FAR provisions referenced herein and the Contract, the Contract will take precedence.
24. Medicare/Medicaid Reporting Requirements. If Buyer is a recipient of Medicare/Medicaid funds, Buyer acknowledges that it has been informed of and agrees to fully and accurately account for, and report on its applicable cost report, the total value of any discount, rebate or other compensation paid under the Contract in a way that complies with all applicable federal, state and local laws and regulations which establish "Safe Harbor" for discounts. Buyer shall make written request to Supplier in the event Buyer requires additional information from Supplier in order to meet its reporting requirements. Buyer acknowledges that agreement to such reporting requirement was a condition precedent to Supplier's agreement to provide Products and that Supplier would not have entered into the Contract had Buyer not agreed to comply with such obligations.
25. Miscellaneous. No representative of the Supplier or its distributors may create, vary, or extend any warranty, remove any disclaimer, or make representations about the Products unless agreed in writing and signed by an authorised Supplier representative. Any unauthorised statements must not be relied upon and will not form part of the Contract. The Supplier is not liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, government actions, carrier delays, power failures, or other force-majeure events. The parties are independent contractors; nothing in the Contract creates a partnership, joint venture, agency, or employment relationship. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable. Failure or delay by the Supplier to enforce any provision is not a waiver of that provision or any other right. This Contract does not create any rights for third parties. No third-party consent is required for amendments, waivers, or termination. Notices must be in writing and are deemed received when delivered personally or three (3) business days after dispatch by certified mail to the address in the Order Acknowledgement (or as updated by written notice). If any Order or document submitted by the Buyer conflicts with or adds to these Terms, such terms are rejected and these Terms prevail unless expressly agreed in writing by the Supplier.
26. Priority. If any terms within the Contract documents conflict with each other, the following will be the priority in descending order: any Label Licenses, these Terms and finally the Order Acknowledgement.
ADDITIONAL TERMS ONLY FOR CUSTOM GENERATION OF CELL LINES
27. Intellectual Property
a. Background IP.
As between the parties, all intellectual property rights owned or controlled by a party, its affiliates, or its approved subcontractors prior to the Effective Date, or developed or acquired independently of the Contract and outside the performance of the Services ("Background IP"), will remain the exclusive property of that party (or its affiliates or approved subcontractors). No rights in a party's Background IP are granted to the other party except as expressly set out in the Contract.
b. Supplier IP.
The Supplier will exclusively own all intellectual property rights in: (i) any improvements, enhancements or modifications to its Background IP; (ii) any new or derivative techniques, methods, tools, processes, developments, discoveries or inventions generated, conceived, or reduced to practice by the Supplier, its affiliates, or their subcontractors in connection with or arising from the performance of the Services; and (iii) any intellectual property having general applicability beyond the Buyer's specific project, including without limitation cell line profiling, lysate‑based assays, associated measurement techniques, and statistical analyses ("Supplier IP"). No rights in Supplier IP are granted to the Buyer other than those strictly necessary to use the Deliverables as expressly permitted in the Contract.
c. Buyer IP.
Subject to clauses (a) and (b), the Buyer will own intellectual property rights created solely for the Buyer and specifically identified as Deliverables under the Contract, excluding all Supplier IP ("Buyer IP"). Buyer IP includes improvements or modifications to Buyer Background IP, and new techniques, methods, tools or processes that relate exclusively to Buyer‑provided materials. Ownership of Buyer IP is conditional upon the Buyer's full and timely payment of all fees and other amounts due under the Contract. Subject to such payment, the Supplier assigns to the Buyer all of its rights, title, and interest in Buyer IP. The Supplier retains ownership of all Supplier IP incorporated in, underlying, or used to generate the Buyer IP, and grants no rights in Supplier IP except as expressly stated.
d. Data.
For clarity, all data expressly identified as Deliverables that are provided to the Buyer, together with supporting raw data generated solely and specifically in the performance of the Services for the Buyer, will be owned by the Buyer. Supplier retains all rights in any data, methods, tools, analyses, or know‑how that form part of Supplier IP or that have general applicability outside the scope of the Buyer's project.
28. Buyer Materials
a. Provision of Buyer Materials.
The Buyer will deliver all Buyer Materials to the Supplier, at the Buyer's risk and expense, within three (3) months of the Order Acceptance (or as otherwise agreed in writing). "Buyer Materials" include all materials, data, information, specifications, instructions, protocols, sequences, tags, metadata and other documentation, whether tangible or intangible, provided for the Services, including: (i) chemical or biological materials; (ii) technical information (e.g., tag or primer sequences or other molecular identifiers); (iii) protocols, guidelines and specifications; and (iv) information on stability, storage, handling and safety (including material safety data sheets).
b. Use of Buyer Materials.
Unless otherwise agreed in writing, the Supplier will use Buyer Materials solely to perform the Services. The Supplier may release Buyer Materials to its affiliates or subcontractors for use in connection with the Contract.
c. Reliance and Liability.
The Supplier may rely on the accuracy, completeness and quality of all Buyer Materials and related information without obligation to verify them. The Supplier is not liable for any loss, delay or failure resulting from inaccurate, incomplete, deficient, contaminated or defective Buyer Materials or information provided by or on behalf of the Buyer.
d. Safety Information.
The Buyer will provide all applicable health, safety, handling and storage information for the Buyer Materials and will promptly notify the Supplier of any updates or changes.
e. Return or Disposal.
At the Buyer's request and expense (and at the Buyer's risk), the Supplier will return or safely dispose of remaining Buyer Materials after completion or termination of the Contract. The Supplier may retain reasonable archival samples.
f. Buyer Warranty.
The Buyer warrants that it has full rights to provide the Buyer Materials to the Supplier and that the Supplier's use of them to perform the Services and create Products does not infringe any third-party intellectual property rights.
g. Cross-Border Valuation.
For cross-border shipments, the Buyer will establish the value of Buyer Materials in accordance with the WTO Customs Valuation Agreement and will cooperate fully with customs authorities in any enquiries.
h. Confidentiality.
Buyer Materials constitute the Buyer's Confidential Information and will be kept confidential by the Supplier in accordance with clause 16.
29. Termination rules
a. Buyer's right to terminate.
The Buyer may terminate the Contract for convenience by giving written notice to the Supplier within seven (7) days after completion of each Stage of the project.
b. Payments on termination.
If the Contract is terminated, the Buyer will immediately pay the Supplier:
i. If terminated within the 7‑day post‑Stage window:
• the fees for the Stage that has just been completed only.
ii. If terminated at any other time:
• the fees for the last completed Stage; and
• fees for work in progress, calculated as follows:
Time & Materials fees:
Buyer pays for all work performed and materials purchased up to the termination date (minus any amounts already paid).
Fixed‑price fees:
Buyer pays the greater of: a) the percentage of the total work actually completed; or b) the percentage of the project duration elapsed (from Contract start to termination, compared to start to final delivery date).
iii. Additional reimbursable costs (always payable):
• all out‑of‑pocket costs and pass‑through expenses already incurred or irrevocably committed;
• all non‑cancellable costs arising from early termination; and
• reasonable wind‑down costs.
The Supplier will use reasonable efforts to mitigate such expenses.
30. Conflict Of Terms
a. In case of conflict between the general Supplier website T&Cs and the additional T&Cs for custom generation cell line (including the Limited Label Licence), the T&Cs for custom generation of cell line shall prevail.
b. If the Buyer and Supplier have a separate agreement to govern custom generation of cell lines (“Buyer MSA”) , the Buyer MSA shall govern the Order.
Version 13 March 2026
