MIP DISCOVERY LIMITED – STANDARD TERMS AND CONDITIONS OF SALE APPLICABLE TO SERVICE CONTRACTS
These terms and conditions (Terms) are used by MIP Discovery Limited for the supply of services including but not limited to in silico design, epitope discovery and molecularly imprinted polymer design and manufacture (Services). SERVICES, INCLUDING DATA OR REAGENTS ARE SUPPLIED FOR INTERNAL RESEARCH AND DEVELOPMENT PURPOSES ONLY. FOR THE AVOIDANCE OF DOUBT, OUTPUTS OF SERVICE PROJECTS MAY NOT BE USED FOR COMMERCIAL PURPOSES WIHTOUT A COMMERCIAL LICENSE FROM MIP DISCOVERY LTD.
1. ABOUT US
1.1 MIP Discovery Limited. MIP Discovery LTD (company number 09484417) is a company registered in England and Wales (MIPDR)
1.2 Contacting us. To contact the MIP Customer Service Team call +44 01234 589725 or email email@example.com. How to give us formal notice of any matter under the Contract is set out in Clause 23.
2. OUR CONTRACT WITH YOU (Buyer or you)
2.1 Our contract. These Terms apply to the order by Buyer and supply of Products by MIPDR (Supplier). No other terms are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Terms, (defined below) and the acceptance of the Project Proposal (defined below) by signature of the proposal document, the Terms and Conditions provided therein and provision of a purchase order 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.
3. ACCEPTANCE OF PROJECT PROPOSAL
3.1 Generation of Project Proposal. MIPDR shall work with the Company to produce a Project Proposal describing the desired aims of the project, the estimated timelines and costs as well as the deliverables which may be in the form of a report and/or reagents.
3.2 Acceptance of Project Proposal. The Company shall confirm acceptance of the Project Proposal through signature of the proposal document and provision of a purchase order reference. Once MIPDR receives this acceptance this shall be confirmed by email and the project shall commence. A Project Lead shall be appointed to liaise with the Company.
3.3 Changes to Project Proposal. Once the project has commenced, the Company may request changes to the Project Scope including but not limited to the project plan, techniques used or the target of interest. Material changes to the Project Proposal shall be subject to change control and may incur a fee of £1,000 which may be waived at the sole discretion of MIPDR. MIPDR shall advise of any potential changes in writing, including charges and estimated timelines which would be chargeable in addition to the original purchase order. All changes would be agreed in writing (see Clause 5).
4. OUR SERVICES (PROVISION OF DATA AND/OR REAGENTS)
4.1 Buyer’s Permitted Uses and Restrictions on Such Use. ANY DATA OR REAGENTS DELIVERED UNDER THE AGREEMENT ARE PROVIDED SOLELY FOR BUYER’S INTERNAL RESEARCH AND DEVELOPMENT USE. Specifically with regards to Reagents provided by MIPDR, these are not tested and may not be used for Investigational New Drug-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 any Reagents provided 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 is solely responsible for making sure its use of any Reagents provided 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 any provided Reagent does not, in and of itself, include or carry any right of Buyer to any technology or intellectual property of MIPDR other than that expressly provided in these Terms or Additional Terms (if any). Buyer may not reverse engineer any Reagents provided using mass spectrometry or otherwise. With respect to research use, Buyer may, with the prior written consent of the Supplier, transfer Reagents to a bona- fide third party with whom Buyer has entered a written collaboration agreement for use of Reagent 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 Reagent(s). Buyer will not resell, transfer or distribute any Reagent either as a stand-alone product or as a component of another product without a valid, written commercial agreement in place between Supplier and Buyer.
4.2 Service Specification and Format. The specification and format of the service (the Deliverables) shall be outlined appropriately in the Project Proposal document and delivered in a manner consistent with industry norms. The company reserves the right to modify elements of the project in line with good scientific practice and within the agreed scope of the project and the intended Deliverables. Where necessary, such changes will be communicated to the company and confirmed in writing.
MIPDR warrants that reasonable care and skill will be used in the performance of the Services which will comply with the Project Proposal, including any specification in all material respects. MIPDR can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and the Company shall be notified of this as appropriate.
MIPDR will use reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of MIPDR obligations.
All of these Terms and Conditions apply to the supply of any goods as well as Services unless otherwise specified by MIPDR.
4.3 Company Obligations. The Company must obtain all permissions, consents, licences or otherwise that are needed as well as providing access to any and all relevant information, materials, properties and any other matters which are needed to provide the Services. If the Company does not do this, then MIPDR may terminate the Services. Furthermore, MIPDR is not liable for any delay to provide or complete Services if this is caused by the failure of the Company to comply with the provisions of this section (Company Obligations).
5. Prices and Taxes.
Prices are as set forth in the Project Proposal and is a fixed priced unless specifically indicated. No variation of such price shall be effective unless agreed in writing between MIPDR and the Company. Discounts may be offered at the sole discretion of MIPDR. Prices are exclusive of: i) any duties, levies, or other governmental fees which may apply; and ii) value added tax, any similar sales tax or any tax that replaces such sales taxes. Any such tax or duty payable in relation to Products will be added to Supplier’s invoice and paid by Buyer. If Buyer is required under applicable law to withhold or deduct any amount from payments due to Supplier, Buyer will increase the sum it pays to Supplier by the amount necessary to leave Supplier with an amount equal to the sum it would have received if no such withholdings or deductions had been made. Buyer is also responsible for standard delivery and handling charges which will be added to Buyer’s invoice by Supplier.
6.1 Invoicing. We will invoice you for payment of the Fees:
- at the start of the project for up to 50% of the project value. This payment is non-refundable.
- when we have completed the Services; or
- on the invoice dates set out in the quotation.
You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
6.2 Late Payment. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
6.3 Payment Withholding. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
6.4 Continued Failure to Pay. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
6.5 Receipts. Receipts for payment will be issued by us only at your request.
6.6 Currency. All payments must be made in British Pounds (GBP) unless otherwise agreed in writing between us.
6.7 Responsibility for Orders. The Company is responsible for all orders placed by your authorised employees.
7. Delivery and Shipment.
Delivery terms will be FCA Incoterm 2020 DPU, 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.
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.
9. 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.
10. Cancellation and amendment
10.1 Cancellation & Amendment Prior to Project Commencement. We can withdraw, cancel or amend a Project Proposal if it has not been accepted by you, or if the Services have not started, within a period of thirty (30) days from the date of the quotation, (unless the Project Proposal has been withdrawn).
10.2 Amendment of Active Project. As per section 3.3, if you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you including a change management fee of £1,000 which may be waived at the sole discretion of MIPDR.
10.4 Changes Due to Extenuating Circumstances. If, due to circumstances beyond our control, including those set out in 11.5, we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
10.5 Failure/Delay Due to Extenuating Circumstances. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
10.6 Cancellation for Scientific/Technical Reasons. MIPDR reserves the right at their sole discretion to cancel projects for scientific or technical reasons whereby the project is deemed to be not feasible based on the scope and economics captured in the agreed Project Proposal. The Company shall still be liable for all agreed costs incurred by MIPDR, including on a pro rata basis.
11. Limited Warranty.
MIPDR provides no warranty or guarantee regarding the efficacy, accuracy, or completeness of the Deliverables provided to the customer. The customer acknowledges and understands that affinity reagent design and testing is a complex and evolving field, and no guarantees can be made regarding the outcomes or success of the research performed.
While MIPDR will make all reasonable efforts to ensure the accuracy and quality of the Deliverables, they do not warrant that the information reported will be error-free, meet the customer’s specific requirements, or guarantee any particular results or achievements.
Any limitations or exclusions of liability mentioned in this limited warranty clause shall also apply to any contractors, agents, or subcontractors engaged by the service provider in the involved in delivery of the service and associated Deliverables.
MIPDR shall not be held liable for any direct, indirect, incidental, consequential, or other damages arising out of or in connection with the Deliverables, including but not limited to any damages resulting from loss of profits, data, or business opportunities. The customer agrees to assume all risks associated with the use and interpretation any and all Deliverables provided.
This limited warranty clause is the customer’s exclusive remedy and supersedes all other warranties, whether expressed or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose. The customer acknowledges that no representation or statement made by the service provider, whether oral or written, shall create any warranty or guarantee not explicitly stated in this limited warranty clause.
In the event that any portion of this limited warranty clause is found to be unenforceable or invalid, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
This limited warranty clause is governed by the laws of England and Wales. Any disputes arising out of or relating to this limited warranty shall be subject to the exclusive jurisdiction of the courts located in England and Wales.
By acknowledging receipt of the project deliverables, the customer agrees to abide by the terms and conditions of this limited warranty clause.
12. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF MIPDR (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 MIP GROUP COMPANIES 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 SERVICES(S) GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL MIPDR BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE OR PERFORMANCE OF ANY OF THE PROJECT OUTPUTS INCLUDING BUT NOT LIMTIED TO DATA AND REAGENTS (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 for death or personal injury caused by MIPDR’s negligence, or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
13. Intellectual Property Rights; Limited Licence.
Buyer acknowledges and agrees that all intellectual property rights in Services, Products, Custom Products (to the extent not licensed explicitly to Supplier by Buyer) and in any MIPDR, intellectual property and know-how used to make or useful for the manufacture or use of Service outputs, including but not limited to data or reagents. Nothing in these Terms will be construed as granting Buyer any rights to manufacture, license or alter Service outputs including but not limited to data or reagents without clear and explicit prior approval from MIPDR. No licence or patent rights are granted by MIPDR.
14. Data Protection.
Each party will, at all times, comply with its obligations under the Data Protection Legislation (defined below) relating to the privacy and security of Personal Data (as defined in the Data Protection Legislation) which is processed by it during the course of performing obligations or exercising rights under the Contract. By applying for or accepting a credit facility Buyer agrees that Supplier may process Personal Data relating to the proprietor(s) or principal directors in order to establish a credit limit. From time to time Supplier may make a search with one or more credit reference agencies that will provide Supplier with credit history and an assessment of credit worthiness and will keep a record of that search and may share that information with other businesses. Supplier will also monitor and record information relating to Buyer’s trade performance. Such records may be made available to credit reference agencies, who will share that information with other businesses for fraud prevention purposes and when assessing applications for credit. Data Protection Legislation means applicable laws from time to time in force relating to the protection of Personal Data, including the UK Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and (for so long as it is directly applicable in the United Kingdom, (“UK”)) the GDPR, and any laws substituting, re-enacting or replacing any of the foregoing, as amended or updated from time to time and in force in the UK, and any similar or equivalent legislation in any other country.
15. 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 (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.
16. 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 (Dispute) 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.