General Conditions for the Sale and Performance of Products and Services.
TERMS OF PRODUCTS AND SERVICES performed by HomeGrownBio Pte Ltd, Company Reg. No. 201838301M, 15 Woodlands Loop, #04-21, Singapore 738322 , Singapore (hereinafter referred to as the “Contractor”) on behalf of the customer (hereinafter referred to as “Customer”); the Customer and the Contractor hereinafter collectively referred to as the “parties” or individually as a “party”. These General Conditions shall apply, unless otherwise agreed in writing by both parties. In case of discrepancy between the parties on agreed conditions, the General Conditions given below shall apply.
1. FEE FOR PRODUCTS AND SERVICES CONTRACT
1.1. Contractor undertakes to perform analysis services described in an agreed Purchase Order specified by Customer, (hereinafter referred to as “Services”) on the terms set forth herein (“Terms of Services“).
1.2. Together with the agreed Terms of Products Services any Purchase Order shall constitute a legally binding agreement (The “Agreement”) between the parties to the exclusion of any other terms or conditions.
1.3. All prices quoted above are not subjected to GST
1.4. Payment terms: Cash (for first time purchase) or 30 days upon approval of credit terms.
2. CUSTOMER FILES AND INFORMATION
2.1. The Customer shall supply the Contractor with any and all data files specified in the Purchase Order (hereinafter referred to as “Samples”) in the quantities and on time as specified in the relevant Purchase Order. The inclusion of additional Samples shall be agreed upon between the parties in writing as an additional Purchase Order.
2.2. The Customer will not provide any person identifiable data to identify Samples. The Customer is responsible towards Contractor for having acquired all necessary and appropriate ethical permissions and regulatory approvals prior to submitting the Samples for the analysis Services. Customer shall indemnify Contractor for any and all claims against Contractor if these permissions and approvals have not been properly obtained by Customer. The Customer will not use data provided by the Contractor for commercial purposes or transfer data provided by MiRXES to any third party for profit.
2.3. The Contractor acknowledges that the data files as well as any and all information, data, and know-how of any kind, in writing or in any other form, provided or disclosed by the Customer or a third party on behalf of the Customer to the Contractor (hereinafter referred to as “Customer Information”), is and shall remain the exclusive property of the Customer. Nothing in these Terms of Services shall be construed as granting to the Contractor, by implication or otherwise, any license or proprietary right with respect to such Customer Information unless stated separately in research collaboration agreements between the Customer and Contractor on the use of such information.
2.4. The Contractor agrees not to use the Customer Information for any other purpose than performance of the Services. The Contractor agrees not to analyse, unless necessary to carry out the Services and agreed upon explicitly in the applicable Purchase Order.
3.1. The Contractor shall perform the Services professionally in compliance with its standards and any and all specifications and quality standards agreed in the Purchase Order. Customer acknowledges that the Services are experimental in nature and that no warranties are made by Contractor whether implied or otherwise as to the Results (as defined below) of the Services performed.
3.2. The Services shall be provided to the Customer in accordance with the agreed timeline(s) and in the form agreed upon in the Purchase Order. In case of a delays, or expectations of a delay, the Contractor shall promptly inform the Customer and shall state the reasons for the delay, detailing what actions the Contractor has initiated in order to minimize, overcome, or reduce the delay and when delivery may be expected. If an extension of a deadline has not been approved by the Customer, or if the Contractor is unable to keep an approved extension of a deadline, the Customer shall be entitled to terminate all remaining parts of the online analysis Services under the specific Purchase Order with immediate effect.
4. DATA AND RESULTS
4.1. Any and all data (the “Results”) generated during or resulting directly from the Services performed by the Contractor shall be the exclusive property of the Customer. The Contractor will keep all information confidential and will not exploit data for any use other than general statistic purposes and troubleshooting.
4.2. Any and all discoveries, inventions, ideas, know-how, developments, formulas, techniques, data and any other results derived or generated by the Customer from the Results shall be the exclusive property of the Customer unless stated separately in research collaboration agreements between the Customer and Contractor on the use of such information. However, nothing in the Agreement shall constitute a grant of license to Customer to commercially exploit Contractor’s technologies for any purpose whatsoever.
4.3. The Customer acknowledges that the Contractor possesses certain expertise, know-how, techniques, processes and other intellectual property rights, which have been independently developed by the Contractor, and which relate to the Contractor’s business operations in general and not to Confidential Information (hereinafter the “Contractor Property”). The Contractor Property is and remains the exclusive property of the Contractor and the Contractor shall not be restricted in using the Contractor Property as long as it does not interfere with or includes Confidential Information.
5.1. Any and all Results, the Customer Information and any and all scientific, technical, trade and/or business information or materials (whether or not patentable) including, but not limited to, information concerning performance, sale and finance, sources of supply, customer and/or supplier agreements, information concerning products, compounds, formulations, techniques, methods, methodology, procedures, tests, equipment, data, reports, know-how, pre-clinical and clinical studies, business plans, inventions, discoveries and patent applications (whether filed or not and whether completed or not), manuscripts, whether in written, graphical, electronic or oral form or in any other medium, disclosed to, communicated to, learned of or otherwise acquired by the Contractor under these Terms of Services or any Purchase Order, shall be considered as confidential (hereinafter collectively referred to as “Confidential Information”) and shall be the sole property of the Customer unless stated separately in research collaboration agreements between the Customer and Contractor on the use of such information.
5.2. The Contractor shall use Confidential Information only for the performance of the Services and shall not exploit, whether directly or indirectly, any Confidential Information for its own benefit or the benefit of any third party (person or entity) without the specific prior written consent of Customer. Any use of Confidential Information shall be in accordance with these Terms of Services and the applicable Purchase Order.
5.3. The Contractor shall maintain the Confidential Information in confidence and shall not disclose, directly or indirectly, Confidential Information to any third party (person or entity), other than its duly authorized representatives, employees, consultants and approved subcontractors who have a need to know such Confidential Information in the course of the performance of their duties relating to the Services. The Contractor shall advise all such persons who receive or are to receive Confidential Information that such information is confidential and may only be used for the Services, and shall require their compliance with the terms of the Agreement. The Contractor shall maintain at least the same standard of custody of Confidential Information as the Contractor keeps custody of the Contractor’s own confidential information, but no less than a standard of care that is reasonable under the circumstances to maintain secrecy and control disclosure. The Contractor shall immediately notify Customer if the Contractor becomes aware of any suspected or actual unauthorized use, copying or disclosure of Confidential Information.
5.4. The confidentiality and non-use obligation shall not apply to Confidential Information that: a) at the time of disclosure, is already in the public domain through no fault of the Contractor; b) after disclosure, becomes part of the public domain by disclosure through no violation of the Agreement; c) the Contractor is able to prove, has been lawfully in the Contractor’s possession prior to any disclosure under the Agreement; d) is hereafter lawfully disclosed by a third party to the Contractor, where such third party did not acquire such information under a still effective obligation of confidentiality to the Customer; e) is required to be disclosed by an order or action of a governmental agency, authority or court (provided that the Customer shall be informed as soon as reasonably possible and provided that the Contractor shall furnish only that portion of the Confidential Information which is legally required, and shall exercise all efforts required to obtain confidential treatment for such information).
5.5. If Confidential Information was disclosed to the Contractor prior to the Effective Date (as defined below) of the Agreement or prior to entering into a Purchase Order under these Terms of Services in anticipation of the parties entering into Agreement, such Confidential Information shall be treated as confidential and be subject to these Terms of Products Services.
5.6. The obligations of confidentiality and non-use set forth herein shall remain in effect for a period of five (5) years from the last date on which Confidential Information was disclosed to the Contractor.
5.7. Neither party may use the other's name, or the name of any employee or agent, in any advertising or sales promotional material without the prior written consent of the other party.
6. WARRANTY AND RETURN POLICY
6.1. All instruments are covered by a 12 months warranty for all parts and labour (unless otherwise stated).
6.2. MiRXES attempts to fill, check and ship orders promptly. Any claims for wrong shipment, damaged, missing or defective products must be notified within 3 days of receipt of goods. No product returns will be accepted without prior approval from Bio-Rad and any approved return will be provided with a Return Authorisation subject to the following :
6.2.1. The goods must be in the original, unopened packaging, which must be unmarked and undamaged.
6.2.2. No return accepted for any cold, frozen or custom products. MiRXES reserves the right to charge a restocking fee.
7.1. 3 working days for ex-stock items, subjected to prior sale.
7.2. 2-4 weeks for indent items and 4-6 weeks for instruments.
7.3. $20 delivery charge is applicable for orders less than $150.
7.4. To ensure fast delivery:
7.4.1. Please send us your Purchase Order by Tuesday, 12pm.
7.4.2. Please include the quote number above on your purchase order.
8.1. Customer shall pay the agreed remuneration for the Products and Services as specified in the Purchase Order by invoicing.
8.2 The price becomes payable when product and/or analysis report has been delivered and payment must be made by the Customer within the period stated in the invoice.
9.1 During the normal course of performing the Services, some experiments may fail to produce usable results. Results will vary depending on the quality of samples and the Contractor offers no warranty as to the quality of any data or Results generated. Contractor shall not be held liable for any damage or costs incurred from the use of Results or performance of Services.
9.2. The Contractor shall not be liable to the Customer for any indirect or consequential loss or damages, including, without limitation, loss of profits, unless such liability is due to the Contractor’s negligence and/or wilful misconduct, provided, however, that under no circumstances shall Contractor be held liable for any amount in excess of the agreed remuneration for the Products and Services.
9.3. HomeGrownBio Pte Ltd is the sole supplier for MiRXES Pte Ltd, Life Science Solution in Europe, Asia (Excluding China) and Singapore (Non-exclusive).
10.1. These Terms of Products and Services shall apply to the Purchase Order and constitute the terms and conditions for the Services offered by Contractor under any such Purchase Order and shall remain in force for a period of two (2) years unless terminated earlier as provided for herein.
10.2. In the event of either party hereto becomes insolvent, is declared bankrupt or ceases its ordinary course of business, the other party may terminate this Agreement with immediate effect.
10.3. Upon completion of the Services, Contractor shall transfer any and all Results when completed to Customer.
11. FORCE MAJEURE
11.1. Either party shall be excused from performing its obligation with respect to the Products and Services or these Terms of Products and Services if its performance is delayed or prevented by any cause beyond such party's control including, but not limited to, fire, explosion, war, insurrection, civil strife, riots, government action, or power failure. Performance shall be excused only to the extent of and during the reasonable continuance of such disability.
12.1. These Terms of Products and Services, including the applicable Purchase Order, may not be modified, changed or discharged, fully or in part, except by an agreement in writing signed by authorized representatives of the parties. Notwithstanding the foregoing, the contact persons named in the applicable Purchase Order shall be entitled to make written changes and/or modifications to specifically applicable task order within the scope of the Purchase Order and these Terms of Services.
13.1. The Services are performed under laws of Singapore and these Terms of Products and Services shall be governed by the laws of Singapore without regard to the conflict of law provisions.