These Conditions govern the sale of all Project Services or Products delivered by Cambridge Research Biochemicals Limited a company registered in England and Wales under number 03888024, whose registered office is at 17-19 Belasis Court, Belasis Hall Technology Park, Billingham, Cleveland TS23 4AZ, United Kingdom (“CRB”) to the exclusion of all other terms and conditions.
Please read these Conditions; they are important. If you do not agree to these Conditions do not place an order.
1.1 In these Conditions the following words have the following meanings:
a Contract an agreement for the purchase of Project Services and/or Products by the Customer from CRB; a Customer means the person, company or organisation who purchases the Project Services and/or Products from CRB; Customer Material antigens or other biological material and associated information provided by the Customer to CRB for the purposes of performing the Project Services; a Datasheet a data sheet providing information on particular Project Deliverables or Products published or supplied by CRB at the time of the Customer’s order; Intellectual Property Rights means patents, copyright, registered and unregistered design rights, utility models, trade marks (whether or not registered), database rights, rights in know-how and confidential information and all other intellectual and industrial property rights and similar or analogous rights existing under the laws of any country and all pending applications for and rights to apply for or register such rights; the Products means any standard off-the-shelf products sold and supplied by CRB; the Project Deliverables biological and chemical materials including custom made peptides and custom generated antibodies or labelled antibodies, together with associated documentation produced as part of the Project Services; the Project Services means any service performed by CRB as part of a project specified in a Quotation; and a Quotation a quotation subject to these Conditions issued by CRB for the Project Services and or Products setting out the price and quantity ordered.
1.2 No modification or variation of these Conditions will be effective unless set out in a Quotation or expressly accepted by CRB’s authorised representative in writing.
1.3 No acknowledgement of receipt of the Customer’s order or other document(s) (including any purchase order, confirmation order, specification or other document) containing terms or conditions inconsistent with these Conditions will constitute an acceptance by CRB of those terms or conditions.
1.4 The Customer waives all claims for breach of any warranty and all claims for any misrepresentation, (negligent or of any other kind, unless made by CRB fraudulently) in relation to any representation which is not specifically set out in these Conditions as a warranty.
2. Quotations and Orders
2.1 If the Customer wishes to place an order for Project Services or Products it must provide CRB with a written request (sent electronically or by fax) for a Quotation. The Customer will, in respect of the Project Services or each Product to be supplied, be responsible for:
2.1.1 ensuring the accuracy of the specification for the Project Services or Products ordered and in particular details of the sequence, modifications, purity and quantity required; and
2.1.2 providing CRB with all and any information which is necessary in order to enable CRB to provide a Quotation and fulfil the order. Cambridge Research Biochemicals Limited Conditions of Sale
2.2 CRB will not be under any obligation to accept any request for a Quotation. Any Quotation will be provisional and may be altered to take account of any change taking place between the date of quotation and the Customer’s confirmation of the order and in any event the Quotation will expire 30 days after the date of its issue unless accepted by the Customer.
2.3 Any acceptance by the Customer of the Quotation must be by written purchase order (including sent electronically or by fax) stating the Quotation reference number, the Customer’s company name and number, billing and delivery addresses, and VAT number. Provided CRB receives the Customer’s purchase order within 30 days of the date of the Quotation a Contract will be formed.
3. Price and Payment
3.1 The price of the Project Services and/or the Products will be as stated in the Quotation issued by CRB to the Customer. All prices are quoted CPT (Incoterms 2010), and any freight charges shall be charged and paid by the Customer in addition to the price.
3.2 All prices are quoted exclusive of value added tax and all other sales tax and duties which the Customer will pay in addition to the price.
3.3 All invoices will be paid by the Customer to CRB in pounds sterling within thirty (30) days of invoice date in full.
3.4 Payment will not be deemed to have been made until the full price stated in the Quotation has been received by CRB in full without set-off or deduction.
3.5 CRB may require payment to be made in advance of performance of the Project Services or delivery of the Products and, in particular, where the Customer has not ordered Project Services or Products from CRB prior to the Contract. CRB may require staged payments on completion of each stage of the Project Services. CRB may (without prejudice to its other rights) terminate a Contract if it does not receive payment of the full amount of any sum due from the Customer (whether due in connection with that Contract or otherwise) by the due date.
3.6 Where CRB does not require payment to be made by a Customer in advance of performance of the Project Services CRB is entitled to charge a non-refundable deposit as a percentage of the value of any order for Project Services as set out in the Quotation to cover the costs of the Project Services.
3.7 The Customer, without prejudice to any other right or remedy available to CRB, will pay interest on all sums still not paid within 30 days after the due date and the costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4. Customer Material
4.1 Where the Customer provides CRB with Customer Material in order for CRB to perform the Project Services the Customer will:
4.1.1 deliver the Customer Material to CRB’s premises at its own risk and cost;
4.1.2 provide with the Customer Material all associated information and documentary evidence in relation to the Customer Material as CRB may reasonably require in order to perform the Project Services; and
4.1.3 ensure that all containers, packaging and labelling of the Customer Material complies with all relevant national and international safety regulations at the time the Customer Material is delivered to CRB.
4.2 If the Customer does not supply CRB with Customer Material that is acceptable for CRB to perform the Project Services or that meets any criteria agreed for that purpose between CRB and the Customer, CRB will be under no obligation to carry out the Project Services in respect of that Customer Material.
4.3 CRB may use the Customer Material for the purposes of performing the Project Services, but all right, title and interest in the Customer Material will at all times remain the sole property of the Customer. CRB will not use the Customer Material for any purpose except to provide the Project Services to the Customer and will handle and store the Customer Material in accordance with any instructions specified by the Customer and agreed by CRB in writing.
4.4 The Customer warrants that CRB’s possession or use of the Customer Material to provide the Project Services complies with all applicable laws and regulations and will not infringe the Intellectual Property Rights of any third party. The Customer will indemnify CRB from and against any and all actions, claims, damages, losses and expenses (including, without limitation, legal and other costs and expenses) incurred by CRB as a result of or in connection with the Customer’s breach of the warranty set out in this condition 4.4.
4.5 CRB will, at the Customer’s option, either destroy or return to the Customer all Customer Material supplied to CRB once the Project Services have been completed or where CRB is unable to perform the Project Services in accordance with condition 4.2 or condition 7.2.
5. Performance of Project Services and use of Project Deliverables and Products
5.1 CRB will perform the Project Services with reasonable skill and care. The Customer acknowledges and agrees that the Project Services are state-of-the-art scientific services and accordingly CRB cannot and does not make any representations or give any warranties, whether expressed or implied, (including any warranty of satisfactory quality or fitness for any particular purpose) for the Project Services provided and specific results or outcomes cannot be guaranteed or warranted.
5.2 Where the Project Services involve the immunisation of animals for antibody production the Customer will respond promptly to all and any requests by CRB for instructions and information reasonably necessary to enable CRB to plan and provide for animal care, use, housing, management and disposal in accordance with the relevant statutory obligations governing animal care for the duration of the Project Services.
5.3 The Project Deliverables and the Products are intended for research use only. Any recommendation relating to the use of the Project Deliverables or the Products made by CRB, whether in technical literature, in response to a specific enquiry or otherwise, is given in good faith, but it is for the Customer to satisfy itself of the suitability of the Project Deliverables or the Products for its own particular purpose. There is no express condition or warranty as to the fitness of the Project Deliverables or the Products for any particular purpose and all conditions or warranties implied by statute, common law, custom, trade usage, course of dealing or in any other way are, to the extent permitted by law, excluded.
5.4 If the Project Deliverables are rejected by the Customer for any reason, CRB will be entitled to retain any non-refundable deposit required in accordance with condition 3.6 and set out in the Quotation to cover a proportion of the costs of the Project Services, unless otherwise agreed in writing by the parties.
6.1 Delivery will be at the address specified by the Customer in its purchase order, but CRB may choose the method of delivery suitable to the Project Deliverables or the Products being shipped.
6.2 Project Deliverables may be ready for delivery at different stages of the Project Services and CRB reserves the right to make partial deliveries and to charge for the Project Deliverables or Products delivered, even though other Project Deliverables or Products included in a Contract may not have been produced or be ready for delivery.
6.3 The Customer is responsible for ensuring due compliance with all local legal requirements in respect of the importation, storage, insurance or use of the Project Deliverables or the Products in the territory in which they are to be used.
6.4 Risk of loss of or damage to any consignment of the Products will pass to Customer from the time of delivery at the Customer’s premises.
6.5 Where the Project Deliverables are clones and cells and the Customer is unable to take delivery, fails to confirm that it will take delivery or requests CRB to store or not to take delivery of the antibodies produced as Project Deliverables under the Project Services, CRB will be entitled to charge and invoice the Customer for a monthly storage charge as follows:
6.5.1 for polyclonal antibodies a charge of 10% of the immunisation procedure costs where CRB is required to store the antibodies after 6 months from day 77 or the time of harvest (exsanguination) of the antibodies; and 6.5.2 for monoclonal antibodies, a charge calculated on the basis of £150 a year per cell-line after the first 6 months from the date of delivery by CRB to the Customer of a stage III report of antibody production included in the Project Services.
6.6 In cases of non-delivery of, damage to or shortage in any consignment of the Project Deliverables or the Products, the Customer will advise both the carrier and CRB in writing at the earliest opportunity and, in the case of damage or shortage, in any event not more than 10 days after delivery. In the absence of prompt written advice from the Customer to both carrier and CRB, the Project Deliverables or the Products shall be deemed to have been delivered and accepted by the Customer complete and in a satisfactory condition.
7.1 CRB will not be liable for any defect in the Project Deliverables or the Products unless:
7.1.1 The Customer has notified CRB in writing of any defect in Project Deliverables or the Products immediately such defect is discovered and, in any event, within 60 days of delivery;
7.1.2 The Customer has ceased using the defective Project Deliverables or the Products after such notification until CRB has investigated the complaint and the matter has been resolved;
7.1.3 the Project Deliverables or the Products have been stored and used in accordance with all instructions given by CRB or contained in any Datasheet for; and
7.1.4 the Customer retains the defective Project Deliverables or Products and returns them to CRB on request.
7.2 Where CRB experiences technical difficulties in the completion of the Project Services it may discontinue the project and cancel the Customer’s order without being liable to the Customer in any way.
7.3 Subject to condition 7.6, CRB shall not in any case be liable for any loss or damage to the Customer Material while it is on CRB’s premises as a result of the negligence or breach of contract of CRB.
7.4 Subject to condition 7.6, CRB’s total liability in respect of any defective Project Deliverables or Products, whether in contract, or tort (including negligence) or arising in any other way will not exceed re-performance of the Project Services or replacement of the Products shown to be defective or, at CRB’s option, reimbursement of the price received by CRB for those Project Services or those Products.
7.5 Subject to condition 7.6, CRB shall not be liable in any circumstances for any loss of profits, loss of savings, loss of use, loss of business, loss of opportunity, loss or spoiling of data, loss of contracts, (in each case whether direct or indirect and whether in contract or tort (including, without limitation negligence), breach of statutory duty or arising in any other way), or for any indirect loss or damage, costs, expenses and other claims which arise out of or in connection with use of the Project Deliverables or the Products, or any act or omission of CRB relating to the performance of the Project Services or manufacture or supply of the Products (in each case whether arising in contract or tort (including, without limitation negligence), or breach of statutory duty even if CRB had been advised of, or knew of, the likelihood of that loss or type of loss arising.
7.6 Nothing in these Conditions limits or excludes CRB’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or for any other matter for which it would be illegal for CRB to exclude or attempt to exclude its liability.
8.1 CRB will try to meet any specified delivery date, but each Project Deliverable is produced on a customised basis to meet the requirements of an order from state-of-the-art manufacturing techniques and time of delivery will not be of the essence.
8.2 Where the Project Services involve the immunisation of animals for antibody production and the immunisation schedule overruns due to a failure of the Customer respond to requests by CRB for instructions and information, CRB will be entitled to charge and invoice the Customer for all additional costs incurred by CRB to enable CRB to continue to provide for animal care, use, housing and management.
8.3 CRB shall have the right to cease performing or cancel the Project Services or cancel, delay or to reduce the amount of Products delivered if CRB is prevented from or hindered or delayed from completing the Project Services or in producing, acquiring or delivering the Products through any circumstances which CRB cannot control by taking such action as can be reasonably expected, including but without prejudice to the generality of the foregoing, any industrial dispute, fire, explosion, flood, accident, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery, or shortage or unavailability of raw materials from normal sources.
9. Intellectual Property
9.1 The Intellectual Property Rights in the Project Deliverables will be the property of the Customer and CRB will assign to the Customer all Intellectual Property Rights in the Project Deliverables.
9.2 The Intellectual Property Rights in the Products and in all documentation and other materials relating to the Products are, as between CRB and the Customer, reserved to CRB.
9.3 Subject to condition 9.1, nothing in these Conditions grants the Customer any licence to or any other rights under any Intellectual Property Rights, techniques, methods or know how of or used by CRB in performing the Project Services.
10.1 Waiver – Failure by CRB to enforce any of its rights shall not constitute a waiver of those or any other right of CRB.
10.2 Severance – If any provision of these Conditions or any other provision of a Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other
provisions of these Conditions and the remainder of the provision in question shall not be affected.
10.3 Law and Jurisdiction – The Contract is governed by English law, and these Conditions will be interpreted in accordance with English law. The Customer, by ordering the Project Services or Products, is deemed to submit to the exclusive jurisdiction of the English courts in connection with any dispute which may arise from the use of the Project Deliverables or the Products or out of or in connection with the Contract.