Services. Cell Signaling Technology, Inc. (“CST”) performs custom bioconjugation services at the request of customer (“Services”) to synthesize custom bioconjugates with components (“Product”) as set forth in the respective quotation issued by CST (“Quotation”). The components of a Product may contain one or more materials provided by customer (“Customer Materials”), CST catalog antibodies (“CST Antibody”), or third party material customer supplied or had supplied to CST, or third party materials CST obtained on behalf of customer (“Third Party Materials”). CST performance is on a non-exclusive basis; CST may perform the same or similar custom bioconjugation services for a third party.
Orders. All orders must reference the Quotation. Placement of an order is considered acceptance of the Quotation and these Terms and Conditions. CST expressly rejects any customer additional or different terms or provisions added to the Quotation or contained in any customer ordering, confirming or other document, any of which are null and void. If the terms in the Quotation or these Terms and Conditions differ from the terms of a customer’s order, confirming or other document, the Quotation and then these Terms and Conditions will serve as the governing terms for our contract in that order of priority. CST failure to object to any terms contained in any customer order, confirming or other document will neither be construed as CST acceptance of such terms, or a waiver of these Terms and Conditions.
Changes and Cancellation. Customer may request a modification or cancellation of the Services at any time in writing with sufficient detail enabling CST to assess the impact of the request on scope, timelines, and costs. Customer is responsible for any cost incurred before modification or cancellation. A cancellation fee will apply to customer’s cancellation after synthesis has been initiated. A separate order or amendment will be generated for any agreed modification. CST reserves the right to modify or cancel an order at any time if the requested Product cannot be synthesized by standard methods due to the properties of one or more of the components of the Product.
Payment. Customer shall pay CST in U.S. dollars for the Services net thirty (30) days of the invoice date. Third Party Materials purchased on customer’s behalf will be added to invoice. If customer defaults on any payment when due, CST at its option and without prejudice to other lawful remedies, may delay performance, defer delivery, charge interest on undisputed amounts owed, and cancel the Services.
Shipping. Product will be shipped by a CST preferred carrier via overnight service. Shipping and handling will be added to the invoice.
Warranty. CST warrants to customer that the Services will be performed with reasonable care and skill and that all Product will have the compositions that are requested by customer. CST sole liability for breach of this warranty is at its option to re-perform the particular Services or refund the fees actually paid for the particular Service, except that CST is not responsible to customer for refund of customer Material or Third Party Material. All claims for breach of warranty must be received within thirty (30) days after shipment of the Product. Third Party Materials are subject to the warranties, if any, of their respective manufacturers to the extent they are transferable or otherwise available to customer. THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SERVICES OR PRODUCT WILL NOT INFRINGE ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.
Terms of Use. Customer shall use Product only for its internal research purposes. Product must not be used for diagnostic, prophylactic or therapeutic purposes, and must not be used on animals or humans for clinical diagnostic or drug purposes. CST provides no rights to use Product in commercial applications of any kind, including but not limited to, manufacturing, quality control, for resale, or commercial services such as reporting the results of customer activities for a fee or other form of consideration. Product shall not be transferred to or used by or for any third party. Customer shall not perform or assist others to (a) perform compositional, structural, functional or other analysis of CST Antibody included in Product, (b) improve, derivatize, or make variants of CST Antibody included in Product, or (c) undertake deconvolution, design around, or reverse engineering with respect to CST Antibody included in Product.
Intellectual Property; Indemnification. CST synthesizes custom bioconjugate Product at the request of customer. CST is not responsible for intellectual property clearance of the requested Services, Product, or components thereof. Customer is solely responsible for obtaining any additional or third party intellectual property rights. Customer shall indemnify and defend CST from and against any and all expenses (including reasonable attorney’s fees) and losses incurred by CST in connection with (i) any claim brought by a third party associated with the Product, including but not limited to, actual or alleged infringement of third party intellectual property rights; and/or (ii) customer’s breach of the Terms of Use.
Limitation On Liability. CST IS NOT LIABLE UNDER ANY LEGAL THEORY OR CIRCUMSTANCE, FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS OR LOSS OF BUSINESS, EVEN IF CST HAD NOTICE OF THE POSSIBILITY THEREOF. CST LIABILITY TO CUSTOMER UNDER THIS AGREEMENT (OTHER THAN BREACH OF THE WARRANTY FOR WHICH LIABILITY IS LIMITED TO RE-PERFORMANCE OR REFUND AS SPECIFIED ABOVE) SHALL BE LIMITED TO DAMAGES IN AN AMOUNT NOT TO EXCEED THE FEE PAID FOR SERVICES GIVING RISE TO THE CLAIM.
Miscellaneous. Any dispute regarding a Quotation or these Terms and Conditions is governed by the laws of the commonwealth of Massachusetts, USA, excluding the United Nations Convention on Contracts for the International Sale of Goods. If any part of these Terms are found to be legally unenforceable, the remaining clauses of these Terms will be unimpaired, and the parties shall in good faith negotiate an enforceable provision that most closely achieves the objectives of the unenforceable provision. Except for payment obligations, neither party shall be responsible for failure to perform or delay in performance of its obligations due to natural disasters, infectious disease, war, national emergencies, governmental acts or regulations, and other acts or circumstances beyond its reasonable control. Neither party shall use the name, mark or logo of other party or employees or of its products or services in any promotion or publication without prior written consent of such other party. No waiver by either party of any breach hereof shall constitute a waiver of any other breach thereof.
