Terms and Conditions

These terms and conditions apply to molecular biology Contract Research performed by Geneservice Ltd ("GSL") molecular biology Contract Research. The parties to the agreement are the Principal Investigator ("PI" or "You") and GSL..

Scope of Work: The scope of the Contract Research covered by this agreement is set out in the GSL quotation. All Contract Research performed by GSL are for research purposes only, and not for diagnostic use.

Your Obligations: The PI is responsible for ensuring that all samples presented to GSL are of appropriate quality and purity. The PI will be charged for time/reagents wasted on substandard samples. Delivery of the input materials shall be at the PI's risk and expense.
The PI is responsible for providing a purchase order number accompanying a signed copy of the quotation and terms and conditions. This purchase order number will cover all costs and may be invoiced for 50% of the work prior to commencement of the Contract Research.
By making the request for work to be carried out, the PI confirms that it has all the required ethical permissions and regulatory approval for the proposed work. GSL will have no liability if these permissions and approvals have not been properly granted.
All Amplified DNA, test results and Contract Research provided by GSL are intended as general-purpose reagents, information and Contract Research for laboratory use only. No claim or representation is intended or made with respect to clinical use (diagnostic, prognostic, therapeutic, or blood banking) of such DNA, results or Contract Research. In the case of polymerase chain reaction (PCR) or whole genome amplification (WGA) it is the PI's responsibility to validate the performance of the Amplified DNA or related information for any particular use since the Amplified DNA's performance characteristics have not been validated for any specific organism, disease or genotype and will not necessarily perform identically to native DNA.

GSL Obligations: Upon receipt of input samples, GSL agrees to verify the suitability of the samples, as far as possible, before use.
Provided that the samples are of satisfactory quality GSL will proceed with the Contract Research and will provide all data arising from the Contract Research.
Your samples will be disposed of after 3 months of completion of the said project (in the case of sequencing 3 weeks), unless the PI instructs otherwise, in which case retention or return will be at Your cost.

Cost and Payment: The PI agrees to pay the prices for the Contract Research in accordance with the prices set out in the quotation, within 30 days of GSL issuing an invoice to You. All prices, unless otherwise stated, are quoted and payable in GBP and exclude UK VAT.
Additional Contract Research supplied beyond the scope of the quotation are to be agreed by the parties in advance.
Contract Research carried out by GSL carry a risk of failure. GSL will not be held responsible for such failures, where they are not attributable to their actions and the PI will be required to meet any costs from such failure, if work needs to be repeated.

VAT: UK VAT is applicable to transactions within the European Union including the UK. For EU based organizations, registered outside the UK, supply of a valid VAT registration number is required, if you are to avoid UK VAT. Eligible bodies in the UK may qualify for zero rating under VATA 1994,Schedule 8, Group 15. Such organizations should check their eligibility status carefully and only supply a certificate where they are fully satisfied that zero-rating applies. Geneservice reserves the right to charge VAT where the customer does not provide a valid zero-rating certificate or where instructed to do so by HMRC.

Confidentiality: GSL will not disclose any data generated by the Contract Research to third parties without prior permission of the PI.

Intellectual Property: You grant no rights to GSL to use in any the information, data, results, discoveries and inventions that you may make using the Contract Research other than for the purpose of:
a) performance of the GSL Contract Research
b) quality assurance purposes
c) improvement of GSL's Contract Research
You shall have no obligation to compensate GSL on any account of any use by You, Your licensees or collaborators of any such information, data, results, discoveries or inventions, arising as a result of the Contract Research provided by GSL under this Agreement.

Publication: Reference to, and acknowledgement of GSL will be made in any resulting publication involving information generated by us. Acknowledgements can be incorporated into the body of the paper but should use our standard text: "Contract research / genomic products* were provided by Geneservice Ltd (www.geneservice.co.uk)" *please specify.

Warranties and Indemnities: GSL and its agents will use reasonable care in advising on experimental design and on data analysis methods and in the provision of the Contract Research, all of which are provided without any warranty. Any information and data relating to the Contract Research including the results are provided without representation or warranty as to their accuracy, completeness or fitness for purpose.
It is acknowledged and agreed that Contract Research provided by GSL are either biological experiments or the analysis of the results of biological experiments and therefore not guaranteed to be successful. Thus, no warranties are made by GSL as to suitability, quality or fitness for purpose of the Contract Research provided.
Specifically in the case of PCR and WGA, no warranties are made by GSL whether expressed or implied as to the suitability, non-infringement, merchantability or fitness for any particular purpose, nor does GSL warrant that DNA samples or any part of DNA samples will successfully amplify.
In all circumstances GSL will not be responsible for any punitive damages or any actual, consequential, incidental, indirect or special damages of client of any third party.

Force Majeure: GSL shall not be liable for loss, damage, or delay, nor be deemed to be in default from causes beyond its reasonable control or from acts of God, fire, strikes, labour difficulties, acts or omissions of any third party, any governmental authority or of the PI, compliance with governmental regulations, insurrections or riots, embargoes, delays or shortages in transportation or inability to obtain necessary labour, materials or manufacturing facilities from usual sources, defects or delays in the performance of GSL or its subcontractors due to any of the foregoing enumerated causes or any other cause similar to the foregoing.

Termination: Either party may terminate this agreement by giving not less than 30 days prior written notice. Payment has to be made for all labour and material costs up to and including the termination date. This will include any materials necessary to perform the Contract Research. GSL reserves the right not to accept work where payment for earlier work remains outstanding.

Disputes: The PI must take up all disputes with the CEO of GSL. Where a dispute cannot be resolved it will be referred to independent third party arbitration and shall be governed and interpreted in accordance with English Law.
These terms and conditions, the proposal and any attachments hereto are intended by the parties as the final expression of their agreement and a complete statement of the terms thereof and shall supersede all previous understandings and agreements.

Affymetrix Gene Expression Services: Further terms and conditions apply to Affymetrix Gene Expression Services and are available to view at www.geneservice.co.uk/tandc/Affy_full_terms.pdf. The end user of Affymetrix Gene Expression services must also agree to the Customer Service Provider Addendum which is within these terms and is provided here.

ACCEPTED AND AGREED:

By: (Name of Principal Investigator or Authorised Signatory)

Position:

Signature:

Date:

Purchase Order Number:

Invoice Address:

Contact

E-mail: info

Version: January 2007