CANCER RESEARCH TECHNOLOGY LIMITED
TERMS AND CONDITIONS FOR SUPPLY OF PDX FRAGMENTS
1. DEFINITIONS
PDX FRAGMENTS means cryopreserved biological tissue and any biological derivatives thereof, obtained from PDX models, supplied by CANCERTOOLS.ORG to the PURCHASER under this contract.
PDX means patient-derived xenograft mouse models.
CR-UK means Cancer Research UK a company registered under number 4325234 and registered charity number 1089464 and with its registered office at 2 Redman Place, London, E20 1JQ, UK.
CANCERTOOLS.ORG means Cancer Research Technology Limited a company registered in England under number 1626039 and with its registered office at 2 Redman Place, London, E20 1JQ, UK, and its successors and assigns.
PURCHASER means the organisation or person (which shall include any organisation or a person who purchases on behalf of) who buys the PDX FRAGMENTS from CANCERTOOLS.ORG.
RESEARCH PURPOSES means academic, non-commercial, experimental research purposes only and excludes any (i) research or testing involving human subjects and (ii) therapeutic or diagnostic purposes.
SOURCE means any inventor and entity set out in the ‘Contributor’ section on the applicable individual research tool product page on Cancertools.org.
MODIFICATIONS means any materials generated by the PURCHASER that contain or incorporate the PDX FRAGMENTS including but not limited to in vitro cell models.
2. CONTRACT TERMS
2.1 Orders for PDX FRAGMENTS raised by the PURCHASER are subject to written acceptance by CANCERTOOLS.ORG.
2.2 Acceptance of the PDX FRAGMENTS by the PURCHASER shall be deemed conclusive evidence of the PURCHASER’s acceptance of the conditions of sale set out in this contract.
2.3 Unless other terms and conditions are expressly accepted by CANCERTOOLS.ORG by means of a specific amendment hereto signed by CANCERTOOLS.ORG, all orders and contracts for supply of PDX FRAGMENTS will be on these terms and conditions to the exclusion of any other terms and conditions whether or not endorsed upon or referred to in any purchase order or otherwise.
2.4 The Uniform Laws on International Sales Act 1967 shall not apply to this contract.
2.5 Any quotation is valid for a period of ninety (90) days only from its date provided that CANCERTOOLS.ORG has not previously withdrawn it.
3. ORDER QUANTITIES
3.1 The PURCHASER acknowledges that PDX FRAGMENTS are a non-renewable resource and of limited availability. The PURCHASER acknowledges that acceptance of all orders is subject to availability.
3.2 The PURCHASER acknowledges that (a) specific PDX FRAGMENTS from specific lineages within a model cannot be provided and that a single vial will be randomly selected from the distribution lot for supply requests received for a model, and (b) that there may be vial-to-vial variations due to inherent heterogeneity of the material.
3.3 PDX FRAGMENTS developed by different Sources may vary due to variations in methodology between institutions, for example but not limited to, variations in molecular characterization, histopathology, implant type, implant site, tumor heterogeneity and mouse strain.
3.4 Unless expressly stated otherwise in this contract, all prices shall be exclusive of Value Added Tax and any customs, duties or other taxes, for which the PURCHASER will be additionally liable.
4. TERMS OF PAYMENT
4.1 CANCERTOOLS.ORG, by written notice, will require payment for PDX FRAGMENTS and if required shipping costs, in advance of delivery. The payment will be made by the PURCHASER in full without any deductions and before any shipment of PDX FRAGMENTS is made. All payments shall be made in Pounds Sterling, unless otherwise agreed by CANCERTOOLS.ORG. Payment shall be made by either:
a) PayPal credit/debit card payment link service; or
b) BACS payment.
4.2 Only in instances where CANCERTOOLS.ORG has agreed an account with the PURCHASER, will the price become payable on delivery.
4.3 Pursuant to Clause 4.1b, if the PURCHASER fails to settle any invoice in full on the due date, then without prejudice to any other right or remedy of CANCERTOOLS.ORG, CANCERTOOLS.ORG shall be entitled to:
a) charge interest from the date of the invoice until payment at an annual rate of four percent (4%) above the annual base rate of the Bank of England (or its successor) from time to time (or, if lower, the maximum interest rate permitted by applicable law); and
b) suspend deliveries of PDX FRAGMENTS until payment has been received by CANCERTOOLS.ORG.
4.4 the PURCHASER fails to pay in full then the order will be cancelled, and the delivery of PDX FRAGMENTS will be suspended.
5. DELIVERY
5.1 PDX FRAGMENTS will be delivered by CANCERTOOLS.ORG or a supplier or distributor of CANCERTOOLS.ORG and risk in and to the PDX FRAGMENTS will pass to the PURCHASER on delivery.
5.2 The PURCHASER shall make all arrangements necessary to take delivery of the PDX FRAGMENTS whenever they are tendered for delivery by CANCERTOOLS.ORG.
5.3 On request and by CANCERTOOLS.ORG’s written acceptance of such request, CANCERTOOLS.ORG shall arrange transport of PDX FRAGMENTS to the PURCHASER but all costs and risk associated therewith shall be borne by the PURCHASER.
5.4 CANCERTOOLS.ORG will use its reasonable endeavours to meet any agreed date for delivery of the PDX FRAGMENTS, but in no circumstances shall CANCERTOOLS.ORG have any liability for loss or damage of any kind whatsoever caused directly or indirectly by any delay in delivery of the PDX FRAGMENTS nor unless such delay exceeds sixty (60) days will any delay entitle PURCHASER to cancel or terminate this contract.
5.5 If the PURCHASER fails to accept delivery of PDX FRAGMENTS on the delivery date stipulated by CANCERTOOLS.ORG or within 3 days of notification that PDX FRAGMENTS is ready for dispatch, CANCERTOOLS.ORG reserves the right to request that the PURCHASER shall pay reasonable storage charges or demurrage as appropriate in the circumstances until the PDX FRAGMENTS are either dispatched to the PURCHASER or disposed of elsewhere.
6. USE OF THE PDX FRAGMENTS
6.1 The PURCHASER is permitted to use the PDX FRAGMENTS and MODIFICATIONS solely for RESEARCH PURPOSES, in their laboratory only and under suitable containment conditions.
6.2 PDX FRAGMENTS and MODIFICATIONS SHALL NOT BE USED IN HUMAN SUBJECTS.
6.3 The PURCHASER is not permitted to use PDX FRAGMENTS or MODIFICATIONS for commercial purposes, including without limitation such as in a product offered for sale or processes for the manufacture thereof, including quality control procedures, or in commercial services.
6.4 PDX FRAGMENTS and MODIFICATIONS shall be used solely by the PURCHASER and those within the PURCHASER’s immediate research group only who are under the PURCHASER’s direct supervision. PURCHASER shall not make PDX FRAGMENTS available to any persons or organisations outside of the PURCHASER’s immediate research group at the time of purchase, and shall ensure that PDX FRAGMENTS are not accessible from any location other than the PURCHASER’s laboratory.
6.5 The PURCHASER shall procure that all persons to whom the PURCHASER makes the PDX FRAGMENTS available under Clause 6.4 are made aware of and comply with the terms of this contract.
6.6 Save for the limited right for the PURCHASER to use the PDX FRAGMENTS and any MODIFICATIONS for RESEARCH PURPOSES only, no licence is granted or implied under any intellectual property or other rights of CANCERTOOLS.ORG. The PURCHASER acknowledges and agrees that it has no right, title or interest whatsoever in the PDX FRAGMENTS and that as between the PURCHASER and CANCERTOOLS.ORG the same shall vest or remain vested in CANCERTOOLS.ORG absolutely.
6.7 Right, title and interest in the MODIFICATIONS shall vest in the PURCHASER, except that CANCERTOOLS.ORG or CANCERTOOLS.ORG’s licensors shall retain ownership of all rights, title and interest in the PDX FRAGMENTS.
6.8 Right, title and interest in the results arising from the RESEARCH shall belong to the PURCHASER.
6.9 If, as a result of its RESEARCH, the PURCHASER identifies potential commercial applications of the PDX FRAGMENTS or MODIFICATIONS, the PURCHASER will promptly inform CANCERTOOLS.ORG in writing. The Purchaser is not permitted to commercially exploit any materials or invention containing the PDX FRAGMENTS, including MODIFICATIONS, without CANCERTOOLS.ORG’s prior written permission. In the event that the PURCHASER (or anyone acting on PURCHASER’s behalf) wishes to commercially exploit any MODIFICATIONS, CANCERTOOLS.ORG shall be entitled to an equitable share of any revenues that accrue to the PURCHASER from such commercial exploitation, having regard to the significance of the contribution of PDX FRAGMENTS.
6.10 At CANCERTOOLS.ORG’s request, the PURCHASER shall discuss in good faith a worldwide, sub-licensable licence to CANCERTOOLS.ORG on fair and reasonable terms under all intellectual property rights in the MODIFICATIONS for all purposes.
6.11 PURCHASER shall keep CANCERTOOLS.ORG fully informed of any published results which pertain to modifications, improvements or new uses of PDX FRAGMENTS within ninety (90) days after publication.
6.12 The PURCHASER shall fully acknowledge the SOURCE of the PDX FRAGMENTS (quoting the CANCERTOOLS.ORG’s catalogue reference number) and ensure that accurate reference is made to the work of the originator, in all publications and presentations relating to the RESEARCH.
6.13 The PURCHASER shall not resell, sub-license or distribute the PDX FRAGMENTS and the PURCHASER shall not purport to be a reseller or distributor of PDX FRAGMENTS on behalf of CANCERTOOLS.ORG.
6.14 The PURCHASER shall ensure the proper and safe handling, storage and use of the PDX FRAGMENTS and MODIFICATIONS in accordance with all applicable laws and regulations.
6.15 The PURCHASER agrees to provide CANCERTOOLS.ORG upon reasonable request a written report containing data related to the PURCHASER’s direct use of the PDX FRAGMENTS and MODIFICATIONS (“Report”). The Report shall include without limitation short tandem repeat profiles (assessment of model stability), NextGen sequence files, array data, metabolomics profiles, and pharmacodynamic profiles. CANCERTOOLS.ORG intends to make information within the Report pertaining to the PDX FRAGMENT and MODIFICATIONS available to the scientific community.
7. LIMITATIONS OF LIABILITY
7.1 CANCERTOOLS.ORG will use its reasonable endeavors to replace any PDX FRAGMENTS that it is proved to the reasonable satisfaction of CANCERTOOLS.ORG to be not viable, provided that notice of such defect is given in writing to CANCERTOOLS.ORG within fourteen (14) days of receipt of the PDX FRAGMENTS. If CANCERTOOLS.ORG is unable to replace the PDX FRAGMENTS within a reasonable period CANCERTOOLS.ORG shall refund to the PURCHASER the price paid in respect of such PDX FRAGMENTS and this contract shall terminate in so far as it relates to such PDX FRAGMENTS. These obligations shall not however apply where:
7.1.1. the PDX FRAGMENTS have been altered in any way after delivery to PURCHASER; or
7.1.2. the PURCHASER has failed to observe any storage, use or handling practices relevant to the PDX FRAGMENTS commonly practiced in research laboratories; or
7.1.3.the PURCHASER has failed to notify CANCERTOOLS.ORG of any defect or suspected defect within seven (7) working days of the same coming to the knowledge of the PURCHASER; or
7.1.4. the PURCHASER is in breach of this contract.
7.2 PDX FRAGMENTS are experimental in nature and accordingly, CANCERTOOLS.ORG makes no representations, and gives no warranty or undertaking in relation to them. CANCERTOOLS.ORG hereby excludes any condition, warranty, stipulation or other term whether express or implied, statutory or otherwise which, but for such exclusion, would or might exist in favour of the PURCHASER. Without limiting the foregoing, CANCERTOOLS.ORG does not give or make any representation, warranty or condition that PDX FRAGMENTS are uncontaminated, safe, non-hazardous or non-toxic, or as to the testing of the PDX FRAGMENTS whether for the presence or absence of pathogens or otherwise, or that the possession or use of PDX FRAGMENTS will not infringe any patent or other right owned by any third party.
7.3 No data, specifications or other information issued by CANCERTOOLS.ORG or contained in any catalogue, information sheet or other promotional material will form part of this contract nor be regarded as a warranty or representation relating to the PDX FRAGMENTS. Any such information is given by way of guidance only and the PURCHASER hereby agrees that it does not in any way rely on any such description when entering this contract.
7.4 Save as provided in Clause 7.1 and except to the extent such liability cannot lawfully be excluded neither CANCERTOOLS.ORG, CR-UK, the SOURCE, nor any other originator of the PDX FRAGMENTS shall have any liability for any loss or damage of any kind whatsoever, whether direct or consequential and including without limitation any loss of profit, howsoever the same may arise under or in connection with this contract and whether in contract or caused directly or indirectly by any negligence or other tortious act of CANCERTOOLS.ORG, CR-UK, SOURCE or any other originator of the PDX FRAGMENTS in connection with or arising out of the supply, failure to supply, use, keeping or transportation of PDX FRAGMENTS or in connection with any statement given or made (or advice not given or made) by or on behalf of CANCERTOOLS.ORG or CR-UK.
8. INDEMNITY
8.1 The PURCHASER assumes all risks of harm, loss or damage arising directly from or in relation to the PDX FRAGMENTS and/or MODIFICATIONS after delivery or arising from or in relation to the handling, storage, use or possession of the PDX FRAGMENTS and/or MODIFICATIONS by the PURCHASER or by anyone to whom the PURCHASER or its representatives may make them available. The PURCHASER shall indemnify and hold harmless CANCERTOOLS.ORG, CR-UK, SOURCE and any other originator of the PDX FRAGMENTS, against all Claims and Losses arising from the handling, storage, use or possession of PDX FRAGMENTS and/or MODIFICATIONS by the PURCHASER or anyone to whom the PURCHASER or its representatives may make it available, including, without limitation, injury to the PURCHASER, PURCHASER’s employees or third parties except for Claims and Losses to the extent arising from CANCERTOOLS.ORG, CR-UK, SOURCE and any other originator of the PDX FRAGMENTS’s gross negligence or wilful misconduct. For the purposes of this Clause, “Claims” shall include all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise) and “Losses” shall include all losses, damages, legal costs and other expenses of any nature whatsoever.
9. FORCE MAJEURE
9.1 CANCERTOOLS.ORG shall not be deemed to be in breach of this contract or otherwise liable to the PURCHASER for any failure or delay in performing its obligations under this contract due to any cause beyond its reasonable control, which expression shall include, without limitation, governmental action, labour disputes involving the workforce or part thereof of CANCERTOOLS.ORG or CR-UK and Act of God.
10. TERMINATION
10.1 Unless earlier terminated in accordance with Clause 10.2, this contract will expire two (2) years after the date CANCERTOOLS.ORG ships the PDX FRAGMENTS to the PURCHASER. Within thirty (30) days after termination of this contract, the PURCHASER shall destroy the PDX FRAGMENTS and MODIFICATIONS unless otherwise directed by CANCERTOOLS.ORG.
10.2 Either party may terminate this contract forthwith by notice in writing if the other:
10.2.1 is in breach of this contract and, in the case of a breach capable of remedy, has failed to remedy the breach within fourteen (14) days of the receipt of a request in writing from the party not in breach to remedy the breach;
10.2.2 has a receiver, manager, administrator or administrative receiver appointed of its assets or income or part thereof or has passed a resolution for its winding-up or has a petition presented to any court for its winding-up or for an administration order.
11. MISCELLANEOUS
11.1 The PURCHASER shall not be entitled to assign the benefit or delegate the burden of this contract without CANCERTOOLS.ORG’s prior written consent.
11.2 Nothing contained in this contract shall be construed as establishing or implying any partnership or joint venture between the PURCHASER and CANCERTOOLS.ORG and/or CR-UK.
11.3 This contract shall be governed by and construed in accordance with English law. Each party agrees that the courts of the main place of business of the defendant shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this contact or its subject matter or formation.
