Terms and Conditions
MS BIOWORKS (MSB) TERMS AND CONDITIONS OF SERVICES
- Governing Terms And Scope. These terms and conditions govern the providing of protein analytical and other services (“Services”) by MS Bioworks (“MSB”) for you (the “Client”). Performance of any Services do not constitute MSB’ acceptance of any new or different terms, including preprinted terms on Client’s purchase order. These terms may only be modified by an amendment signed by an authorized representative of MSB.
- Services. Client shall designate a representative for receipt of communications under this Agreement (the “Designated Representative”). Upon acceptance of Specimens (as defined below), MSB shall acknowledge receipt via fax or e-mail. Upon completion of the Services, the test results shall be delivered to the Client Representative. All Services shall be performed at, and in accordance with, MSB’ then current rates, terms and policies. Such rates, terms and policies are subject to change, unless MSB provides a quotation for the Services and the commencement of Services begins within the quotation validity period. Copies of current applicable rates, terms and policies will be provided upon request.
- Specimens. Client shall submit all specimens or materials for analysis, including gel plugs, cells and tissue samples (“Specimens”) in compliance with applicable import, export, customs and other laws and regulations. CLIENT SHALL NOT SUBMIT SPECIMENS WHICH ARE RADIOACTIVE, WHICH CONTAIN LIVE BIOLOGICAL AGENTS OR WHICH OTHERWISE PRESENT ANY HEALTH OR ENVIRONMENTAL RISKS OR WHICH COULD CAUSE DIRECT OR INDIRECT DAMAGE OR HARM TO MSB PERSONNEL OR PROPERTY. Client shall indemnify and hold MSB harmless from all losses, damages, costs or expenses of any kind or nature, without limitation, which MSB, its employees, representatives or consultants or other third parties may incur as a result of Client’s submission of harmful or potentially harmful Specimens.
- Handling of Specimens. All Specimens shall be submitted in accordance with MSB’s instructions. MSB shall not be responsible for lost or contaminated Specimens. MSB shall retain unused Specimens for thirty (30) days after completion of the Services unless a different period is agreed to by MSB. After such time, MSB shall be permitted to destroy or return the unused Specimens at Client’s expense and liability.
- Intellectual Property. Title to any intellectual property, data or information owned, developed, conceived or reduced to practice or that result from the Services shall be the property of Client. All improvements in or additions to the manner in which MSB provides its Services shall belong exclusively to MSB.
- Pricing and Payment. All orders shall be subject to acceptance at MSB’ principal office in Ann Arbor, Michigan. Prices are in U.S. funds. Terms of payment are due on receipt of invoice. MSB may assess late payment charges on amounts not paid within thirty (30) days of the invoice date at the maximum rate allowed by law or 1-1/2% per month, whichever is less. All prices are exclusive of taxes.
- Confidentiality. MSB shall during the course of the Services and thereafter keep confidential and not disclose to any third party without the Client’s written consent (except as required by law) any confidential information which is the property of the Client or its licensors. Notwithstanding the foregoing, MSB’s obligations of confidentiality shall come to an end when such information shall become available to the public through sources other than MSB or becomes lawfully available to MSB from a third party.
- Warranties. MSB shall perform the Services in a professional and workmanlike manner. MSB shall not be responsible for Client’s use of or inability to use the test or project results. MSB MAKES NO WARRANTIES REGARDING THE QUALITY OF ITS SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MSB EXPRESSLY DISCLAIMS ANY WARRANTIES OF DURABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT SERVICES WILL MEET ALL OF CLIENT’S NEEDS OR WILL BE ERROR FREE.
- Damages And Limitation Of Liability. IN NO EVENT SHALL MSB BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT MSB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, ATTORNEYS’ FEES, WHETHER UNDER NEGLIGENCE, STRICT LIABILITY, ENTERPRISE LIABILITY OR OTHER PRODUCT LIABILITY THEORIES. MSB’ TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID TO MSB BY CLIENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE DAMAGE OR LOSS.
- Indemnity. Client shall indemnify and hold harmless MSB and its employees, agents, contractors and consultants from any liabilities, damages or claims, including costs and attorney fees, arising out of Client’s breach of these terms or any claims of infringement of third party intellectual property rights related to the Specimens.
- Entire Agreement. These terms and conditions constitute the entire agreement of the parties with respect to the Services and can be modified only by a written instrument signed by an officer of MSB.
- Governing Law. The transaction reflected by this order shall be governed by and interpreted and construed in accordance with the laws of the State of Michigan. The parties consent to exclusive jurisdiction in any State or Federal Court located in Washtenaw County, Michigan.