Terms and Conditions for Acceptance of Quotation
These Terms and Conditions cover the conditions of service relating to the submission of samples to be processed using the TempO-Seq assay and subsequently sequenced by Next Generation Sequencing. These Terms and Conditions form part of the overall conditions of acceptance, including the Quote.
By these Terms and Conditions, BioClavis conditionally offers to Customer the BioClavis services described. This offer is conditional on, and may only be accepted by, Customer’s agreement to BioClavis’ terms and conditions listed below or otherwise included with the service, as applicable to the specific product or service quoted (“Terms and Conditions”) and is the sole and exclusive agreement between Customer and BioClavis with respect to the particular product or service.
For avoidance of doubt, products and services provided by BioClavis are for “Research Use Only” and are not intended to be used as diagnostic products.
By submitting an order, Customer accepts and agrees to the Terms and Conditions referenced in these Terms and Conditions and accepts all other terms of this quotation. Notwithstanding the foregoing, if BioClavis and Customer have entered into a valid and enforceable signed agreement governing the BioClavis services described above, the order of precedence between the agreement and the Terms and Conditions shall be as follows: In the event of a conflict between the terms of the Agreement and the Terms and Conditions, or if the Agreement includes additional terms not addressed in the Terms and Conditions, the Agreement shall govern with respect to such terms.
Definitions
‘Customer’ means the person or company who is requesting work to be carried out.
‘Intellectual Property’ means all intellectual property including without limitation patents, know-how, trade-secrets, trademarks and copyrights.
‘Payment Schedule’ means the agreed timeline and scheduling of payments related to the Service as set out in the Quote and as agreed by BioClavis and Customer.
‘Project’ means the workplan agreed between BioClavis and Customer for use of BioClavis Services.
‘Project Start Date’ means the date agreed between BioClavis and Customer when the Project will start.
‘Purchase Order’ means the document which details confirmation of an order from the Customer to BioClavis.
‘Quote’ means the quotation issued by BioClavis to the Customer detailing the payment for the Service.
‘Service’ means the service relating to the submission of samples to be processed using the TempO-Seq assay.
‘Service Agreement’ means an agreement to the Terms and Conditions described herein and the Service Level Agreement, where applicable, relating to the Service.
‘Terms and Conditions’ means these Terms and Conditions described herein.
Quotation Acceptance Terms
1.1 Upon issue of a quote from BioClavis to the Customer, the Customer must accept the offer by email prior to the expiry date as specified in the Quote.
1.2 Acceptance of a quote must be made by authorized personnel of the Customer.
1.3 BioClavis reserves the right to amend the Quote as appropriate upon re-issuance of a Quote.
1.4 Work will be scheduled upon receipt of a valid purchase order. Work will not commence prior to receipt of a valid purchase order.
2. Payment Terms
2.1 The Payment Schedule related to the Service is detailed in the Quote.
2.2 Each scheduled Payment must made be made within 30 days of the date of invoice, unless otherwise stated. Late payments will be subject to interest as specified in clause 2.6.
2.3 BioClavis reserves the right to alter the cost and payment terms in any future Service, Terms and Conditions, Service Agreement or Quote.
2.4 All amounts due shall be paid in the currency detailed on the invoice. If payment is made by wire or other electronic funds transfer, Customer is solely responsible for any bank or other fees charged and will reimburse BioClavis for any such fees. If any payment is not made by the due date BioClavis may exercise all rights and remedies available by law. Customer shall pay for all costs (including reasonable attorneys’ fees) incurred by BioClavis in connection with the collection of late payments.
2.5 BioClavis’ prices are stated exclusive of charges in relation to packaging, labeling, carriage and freight, all of which the Customer shall bear unless otherwise agreed.
2.6 Each purchase order is a separate, independent transaction, and Customer has no right of set-off against other purchase orders or other transactions with BioClavis. BioClavis will determine payment terms on a per-order basis and may modify payment and credit terms at its discretion. Any amounts not paid when due will accrue interest at the rate of 1% above the Bank of England base rate, or the maximum amount allowed by law, if lower.
2.7 In the event of default by the Customer in the payment of the purchase price or otherwise, of this or any other order, BioClavis, at its option, without prejudice to any other of BioClavis' lawful remedies, may defer delivery or cancel the scheduled project and the Service.
3. Cancellation and Amendment Policy
3.1 Any changes to reduce/increase sample number after the PO has been issued must be communicated in writing to finance@bioclavis.co.uk.
3.1.1 If 1 month or more in advance of Project Start Date, the project will be re-priced, and a revised purchase order will be required.
3.1.2 If sample number is reduced within 1 month of Project Start Date, 10% of the sample price will be invoiced for the number of samples the project is reduced by.
3.1.3 If sample number is reduced within 2 weeks of Project Start Date, 20% of the sample price will be invoiced for the number of samples the project is reduced by.
3.1.4 If sample number is reduced after the Project Start Date, 30% of the sample price will be invoiced for the number of samples the project is reduced by.
3.2 Cancellation of a Project/Purchase Order is subject to the following charges:
3.2.1 Cancellation of Purchase Order within 6 weeks of Project Start Date will incur a charge of 10% of total project cost.
3.2.2 Cancellation of Purchase Order within 2 weeks of Project Start Date will incur a charge of 25% of total project cost.
3.2.3 Cancellation of Purchase Order at or after proposed Project Start Date but before samples are received at BioClavis will incur a charge of 50% of total project cost.
3.2.4 If BioClavis has received the Purchase Order, samples and has begun processing (including sample receipt) at the point the Customer requests a cancellation, 100% of the project costs will be invoiced to the Customer.
3.3 BioClavis reserves the right to charge 30% of total project costs should samples be found to be non-viable upon receipt as a result of shipment or incorrect Customer sample preparation.
4. Intellectual Property
4.1 The Service does not grant any Intellectual Property or license rights to the Customer.
4.2 Any Intellectual Property generated as part of the Service belongs solely to BioClavis.
5. Sample Requirements
5.1 Samples and their treatments must meet a biosafety level of BSL-2 or below, and a chemical safety level of CSL-2 or below. If they do not meet these requirements, BioClavis cannot accept the samples for processing.
5.2 The nature of the samples must be detailed before shipment to BioClavis. Refer to BioClavis’ TempO-Seq Services: Sample Preparation and Submission Guidelines for further details on sample requirements.
5.3 Before Human Tissue samples are sent to BioClavis, the Customer must complete the Human Tissue Information Form (BCL-FOR-042). Appropriate consent should be given for use of human tissue for research, if no consent is given the samples cannot be accepted by BioClavis. If consent is not necessary, a suitable reason should be detailed on the Human Tissue Information Form. Ethical approval may be required for research on human samples. If ethical approval is not necessary, a suitable reason should be given on the Human Tissue Information Form.
5.4 In the event that BioClavis identifies samples that show signs of failing during the quality control steps prior to sequencing at a failure rate of higher than 3% of total samples, BioClavis will confer with the Customer prior to sequencing to determine if sequencing should go ahead. If Customer decides that samples should not progress to sequencing, then BioClavis reserves the right to charge 50% of the total project cost.
5.5 For processing purposes, BioClavis will add a prefix and suffix to each sample ID provided by the Customer, as standard. Each sample ID in the read counts file, which is delivered upon completion of the service project, will contain the prefix and suffix. Further communication is required if Customer requires the prefix and suffix to be removed.
6. Shipping
6.1 Customer is responsible for organising shipment of samples to BioClavis. Any shipment and associated costs including but not limited to cost of shipping, shipment materials and any associated customs charges are the sole responsibility of the Customer.
6.2 The Customer will be solely responsible for the arrangement of a suitable courier and for organisation of sample shipment to BioClavis.
6.3 BioClavis is not liable for loss or damage of samples or materials while in transit.
6.4 BioClavis will notify Customer as soon as is practical of any issues upon sample receipt.
7. Sample Storage and Disposal
7.1 Upon project completion, Customer samples will be stored on-site at BioClavis for 3 months from the date of issue of the final study report. Thereafter, BioClavis reserves the right to dispose of Customer samples and other study materials (including but not limited to slides, 96-well plates, paperwork), unless otherwise agreed and at the Customers cost.
7.2 Requests by the Customer to return project samples will solely be at the cost of the Customer, including cost of shipping, shipment materials and any associated customs charges. The Customer will be solely responsible for the arrangement of a suitable courier and for organisation of sample shipment.
7.3 BioClavis cannot guarantee that any sample materials will remain following completion of the project, nor can their quality be warranted.
7.4 BioClavis reserves the right to charge the Customer for ongoing storage of samples after the 3-month post-project complimentary storage time ends.
8. Data Retention
8.1 The project data and reports will be retained by BioClavis for a period of 10 years from the date of issue of the final study report. Thereafter, BioClavis reserves the right to dispose of project deliverables, unless otherwise agreed and at the Customers cost.
8.2 BioClavis reserves the right to charge the Customer for retrieval and delivery of archived data if requested after the original results and report delivery.
9. Termination and Consequences of
9.1 BioClavis reserves the right to terminate the Service Agreement without notice or compensation where the Customer has been shown to be in breach of the conditions set out in these Terms and Conditions.
10. Liability
10.1 BioClavis accepts no liability for losses incurred either directly or indirectly associated with this service.
11. Indemnity
11.1 The Customer agrees to indemnify BioClavis against all direct and in-direct losses, liabilities, costs, damages, expenses sustained as a direct result of any breach in these Terms and Conditions, negligence or willful default by the Customer.
12. Jurisdiction
12.1 These Terms and Conditions shall be construed and governed in accordance with the laws of Scotland and all claims and disputes between the parties arising out of or in connection with this agreement (whether or not contractual in nature) shall be determined in accordance with the laws of Scotland. In so far as practicable, the parties hereby propagate the exclusive jurisdiction of Scottish courts.
13. Notices
13.1 Any notice required or permitted shall be in writing and shall be deemed received when (i) delivered personally; (ii) 5 days after having been sent by registered or certified mail, return receipt requested, postage prepaid (or 10 days for international mail); (iii) 1 day after deposit with a commercial express courier that provides written verification of receipt; or (iv) the day such notice is sent electronically to the regularly monitored electronic mail address of the party to whom such notice is directed, provided that the sender has received confirmation of the electronic transmission. Notices directed to BioClavis must be sent to finance@bioclavis.co.uk.
14. Force Majeure
14.1 BioClavis is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, fire, pandemic, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labour shortages or disputes, failure or delay in delivery by BioClavis’ suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment, or Customer’s fault or negligence. In the event of any such delay the project delivery date shall be deferred for a period equal to the time lost by reason of the delay.
15. Complaints and Disputes
15.1 Complaints or disputes may be made in writing by any party, from one party to the other, and must be acknowledged within 5 working days of receipt.
15.2 Any complaint made by the Customer to BioClavis relating to the Service will be managed according to the Management of Complaints Procedure (BCL-SOP-019).
15.3 BioClavis aims to resolve all complaints and complete any actions, including communication of our response, within 30 working days of receipt of the complaint. Customers will be notified if complaints cannot be resolved within this timeframe.
16. Data Protection
16.1 It is understood that personal data of BioClavis and Customer personnel may be exchanged in fulfilling the service set out in this agreement. This data may include but is not limited to name and contact details. Both BioClavis and the Customer recognise and acknowledge that sharing of such data is required to fulfil the agreement.
16.2 While still applicable to the UK, both BioClavis and the Customer agree to follow the practices of General Data Protection Regulation 2016/679 (GDPR) when processing any relevant data. Thereafter and at the point where UK-GDPR becomes law, BioClavis and the Customer will adhere to the regulations of UK-GDPR.
17. Miscellaneous
17.1 Except as expressly stated in these terms and conditions, no right or license under any of BioClavis, or BioClavis’ affiliates, intellectual property rights is or are granted expressly, by implication, or by estoppel. All references to days mean calendar days unless specifically stated otherwise. BioClavis may cease performance (including cancellation of any order outstanding) immediately without liability to Customer if Customer becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors. These terms and conditions represent the entire agreement between the parties regarding the subject matter hereof and supersede all prior discussions, communications, agreements, and understandings of any kind between the parties. No amendment to these terms or waiver of any right, condition, or breach will be effective unless made in a writing signed by both parties. If any provision is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remaining terms will continue in full force and effect. The failure of either party to exercise any right granted herein or to require any performance of any term or the waiver by either party of any breach shall not prevent a subsequent exercise or enforcement of, or be deemed a waiver of any subsequent breach of, the same or any other term. Nothing herein shall constitute or create a joint venture, partnership, or any other similar arrangement between the parties. There are no third party beneficiaries to these terms and conditions.