Terms and Conditions

Definitions

Compounds means the compounds provided by the Institution to Dundee, for the purposes of carrying out the Services, which shall remain the property of the Institution at all times.

Dundee means the University of Dundee, a registered Scottish charity, (charity number SC015096), having its principal office at 149 Nethergate, Dundee DD1 4HN, Scotland.

Institution means the academic institution that has ordered the Service from Dundee.

Services means the kinase profiling of Compounds and the provision of the Results to the Institution by Dundee, following receipt of the Compounds by Dundee.

Results means any data produced or supplied by Dundee (including, but not limited to, any biochemical samples and electronic data of any kind) during the course of the Services, and any and all intellectual property rights in the same, which shall become the property of the Institution upon said production or supply.

Acceptance

ALL PROVISIONS OF THE SERVICES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, WHICH ARE ACCEPTED BY THE INSTITUTION UPON PLACING OF AN ORDER FOR SERVICES WITH DUNDEE, WHICH ORDER IS THEN CONFIRMED BY DUNDEE.

Changes

Orders arising hereunder may be changed or amended only by written agreement signed by authorised representatives of each of the Institution and Dundee.

The Institution may not cancel this order unless such cancellation is expressly agreed to in writing by Dundee. In such event, Dundee will advise the Institution of the total charge for such cancellation, and the Institution agrees to pay all charges resulting from cancellation of this order by the Institution.

Delivery

All Compounds sent to Dundee are sent at the Institution's expense and no charges shall be levied on Dundee by the Institution in respect of such expenses. The Institution shall bear all risk of loss or damage in transit of Compounds sent to Dundee.

All Results sent to the Institution from Dundee will be sent at Dundee's expense by normal postage (airmail, where appropriate) unless otherwise agreed in writing with the Institution prior to dispatch.

Dispatch of Results by Dundee to the Institution shall constitute delivery to the Institution and the Institution shall bear all risk of loss or damage in transit.

All electronic data generated as part of the Service will be sent to the Institution via email, unless otherwise agreed.

Allocation of Resources and Delays

Although Dundee will use reasonable endeavours to carry out the Service within one month of Dundee’s acceptance of an order, such delivery schedule is only an estimate and accordingly Dundee accepts no responsibility or liability, financial or otherwise, in the event that the said estimated delivery schedule is not met.  Dundee shall not be liable to reimburse the Institution in respect of any delay payments or other penalties for which the Institution may become liable to any customer of the Institution as a result of delay or failure by Dundee, whether or not Dundee is aware of the Institution’s potential liability to pay the same.

Institution’s Use of Results

Results are intended primarily for research purposes and are not to be used for any other purposes, including but not limited to, diagnostic purposes, in foods, drugs, medical devices for humans or animals or for resale.  The Institution acknowledges that the Results have not been tested by Dundee for safety and efficacy in food, drug, medical devices, cosmetic, commercial or any other use.

Institution's Representations and Indemnity

The Institution represents and warrants that it shall use all Results provided herein in accordance with the preceding paragraph, and that any such use of Results will not violate any law or regulation. The Institution agrees to indemnify and hold harmless Dundee, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Dundee may sustain or incur as a result of any claim against Dundee based upon negligence, breach of warranty, or liability in law brought as a result of activity of the Institution, its officers, agents or employees.

Limitation of Liability 

The Institution acknowledges and agrees that Results are provided “as is”.  The Results are supplied with no representations, warranties, conditions and other terms, whether written or oral, express or implied, from Dundee (including, without limitation, warranty of merchantability, quality or fitness for a particular purpose).  

Economic loss

In no circumstances shall Dundee be liable, in contract, delict (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof for any increased costs or expenses, for any loss of profit, business, contracts, revenues, or anticipated savings, or for any special indirect or consequential damage of any nature whatsoever arising directly or indirectly out of the provision by Dundee of the Service, or of any error or defect therein, or of the performance, non‑performance or delayed performance by Dundee of the Service.

Force Majeure                            

No failure or omission by either party to carry out or to observe any of the terms and conditions contained herein will, except in relation to obligations to make payments hereunder, give rise to any claim against the party in question or be deemed a breach of the terms and conditions contained herein if such failure or omission arises from any cause beyond the reasonable control of that party. 

Confidentiality

Dundee agrees to treat any Compounds supplied in the course of providing the Service, as well as any Results produced, as confidential and the exclusive property of the Institution and agrees not to disclose any information or distribute any Results to any third party.  Dundee shall restrict access to the Compounds and the Results to its employees whose knowledge of the same is essential for the performance of the Service.  Dundee agrees that, at the Institution’s request, it shall return to the Institution or destroy all the confidential information in Dundee’s possession or control in documentary form and any of the Institution’s Compounds, and will return or destroy any documentary copies thereof made by Dundee, its director’s officers or employees, except that Dundee may retain one copy of the Confidential Information in its legal files, subject to the continuing obligation of nondisclosure and non-use.

Prices and payment        

Terms of sale are net 30 days of date of invoice, unless otherwise stated. In the event of default by the Institution in the payment of the purchase price or otherwise, of this or any other order, Dundee, at its option, without prejudice to any other of Dundee's lawful remedies, may impose a late payment charge on such payment from the due date until the actual date of payment at the rate of four (4) per centum per annum over the base lending rate of the Royal Bank of Scotland plc, from time to time.  The Institution agrees to pay all costs, including, but not limited to, reasonable legal and accounting fees and other expenses of collection resulting from any default by the Institution in any of the terms hereof.

Patent Disclaimer

Dundee does not warrant that the use or sale of the Results delivered hereunder will not infringe the claims of any patents covering the Results or the use thereof in combination with other products or in the operation of any process.

Miscellaneous

Dundee's failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of Dundee's right to strictly enforce such terms or conditions or exercise such right thereafter. If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.  These terms and conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.

Governing Law

The construction, validity and performance of these terms and conditions shall be governed by the Law of Scotland and unless otherwise agreed all questions in any way affecting or arising out of these terms and conditions shall be subject to the jurisdiction of the Scottish courts.