Purchase Terms

This quotation is subject to CN Bio’s standard Terms and Conditions to the exclusion of any other terms that the customer seeks to impose or incorporate. Payment Terms are 30 days.

Purchase terms These Terms and Conditions for the sale of products (“these Conditions”) apply to a Contract made by a Customer for the supply of Products (defined below) from CN Bio Innovations Limited, a company registered in England under number 6517359 whose principal place of business is situated at 332 Science Park, Milton Road, Cambridge, CB4 0WN (“CN Bio”).

1. Interpretation

1.1 In these Conditions the following words have the following meanings:

“Application in a Box” means all the components required for the Customer to run a particular assay at their laboratory e.g. the NASH assay includes for example: (a) Cells; (b) Consumables; (c) Media; (d) QC Kit; (e) Supplements; and (f) Documentation;

“Business Days” means a day other than a Saturday, Sunday or bank or public holiday in the United States of America (USA) for customers based in North America (USA and Canada), or a day other than a Saturday, Sunday or bank or public holiday in England, for customers based outside of North America;

“Business Hours” means 09:00 to 17:00 (EST) on Business Days for Customers based in North America, and business hours means 09:00 to 17:00 (GMT) on Business Days for customers based outside of North America;

“Cells” means the biological materials acquired or derived from living or deceased human beings, which consist of the following types of human cells, including but not limited to: primary human Hepatocytes, human Kupffer cells and hepatic Stellate cells, which may have been validated for use with a particular CN Bio application;

“Charges” means the charges payable as set out in the Quotation and Order including all prices for sale of Products and any costs of postage, transport, insurance, packaging or duties to be paid by the Customer under the Contract;

“Consumables” means the PhysioMimix culture plates, for use with the Equipment;

“Delivery” means the transfer of physical possession of the Products to the Customer at the Customer’s premises specified in an Order;

“Contract” means the contract between CN Bio and the Customer for the supply of Products consisting of: (i) the Quotation; (ii) an Order; and (iii) these Conditions;

“Customer” means the party named as such on the Order to whom CN Bio agrees to provide the Products to;

“Delivery” means the transfer of physical possession of the Products to the Customer at the Customer’s premises specified in an Order;

“Documentation” means any user manuals, instructions for use, operating procedures, assay or application guides, and any other documentation (in hard copy or electronic form including by email) for the Products which CN Bio may provide to the Customer from time to time;

“Equipment” means the PhysioMimix Hardware (controller, docking station and MPS drivers) to be supplied by CN Bio in the type and quantity as specified in the Order;

“Feedback” means all suggestions, comments, feedback, ideas or know-how (whether in oral or written form) relating to the Products and Support and Maintenance Services;

“Force Majeure Event” means an event, circumstance or cause beyond a party’s reasonable control.

“GLP” means a quality system concerned with the organizational process and the conditions under which non-clinical health and environmental safety studies are planned, performed, monitored, recorded, archived and reported as set out in OECD ENV/MC/CHEM;

“Incoterms” mean the DAP (Delivery of Place) rules under the Chamber of International Commerce Incoterms rules 2020, as amended from time to time;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Media” means the media provided to Customer for supporting CN Bio applications including, but not limited to Cells;

“Products” means the products set out in the Order, which may include: (i) Application in a Box; (ii) Cells; (iii) Consumables; and (iv) Equipment;

“Order” means a written acceptance by the Customer of a Quotation in accordance with Condition 2.3 of the Contract;

“Quarter” means a period of three consecutive months, ending on 31 March, 30 June, 30 September, or 31 December, pro-rated accordingly. ‘Quarterly’ shall be interpreted accordingly;

“QC Kit” means the assay kit used for checking the quality of the assay the Customer is running;

“Quotation” means a quotation for the details of the Products to be supplied by CN Bio and the Charges to be paid by the Customer;

“Specification” means the specification of the Products issued by CN Bio from time to time;

“Supplements” means additional materials to be supplied to Customer to be added to the Media as part of an Application in a Box, according to the instructions provided;

“Support and Maintenance Services” means the support and maintenance services to be provided by CN Bio either during the Warranty Period or when the Customer purchases additional support and maintenance following expiry of the Warranty Period; and

“Warranty Period” means the period of 2 (two) years commencing on the date of Delivery.

1.2 These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No modification or variation of these Conditions will be effective unless set out in an Order and expressly accepted by CN Bio’s authorized representative in writing.

1.3 No acknowledgement of receipt of an Order or other document(s) (including any purchase order, confirmation order, specification or other document) containing terms or conditions inconsistent with these Conditions will constitute an acceptance by CN Bio of those terms or conditions.

1.4 The Customer waives all claims for breach of any warranty and all claims for any misrepresentation, negligent or of any other kind, unless made by CN Bio fraudulently and the Customer acknowledges that it has not relied on any statement, promise or representation which is not specifically set out in these Conditions as a warranty.

1.5 This agreement consists of (i) the Quotation; (ii) the Order; and (iii) these Conditions.

2. Orders

2.1 If the Customer wishes to place an order for Products, it must provide CN Bio with a written request (sent electronically via email) for a Quotation.

2.2 CN Bio will not be under any obligation to accept any request for a Quotation. Any Quotation will be provisional and may be altered to take account of any change taking place between the date of Quotation and the Customer’s confirmation of an Order and in any event a Quotation will contain a defined expiry date.

2.3 Any Quotation can only be accepted by the Customer by submitting a written purchase order (including sent electronically by email) stating the Quotation number and any Customer purchase order reference number, the Customer’s company name and number, billing and delivery addresses, and VAT number (if applicable) (an “Order”.

2.4 On receipt by CN Bio of the Customer’s acceptance of the Quotation, the agreement for that Order will be formed and CN Bio will send the Customer a written acknowledgement of the Order confirming the Order details. The Customer is responsible for ensuring that an Order is complete and accurate.

2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3. Delivery of Products

3.1 Unless otherwise agreed in writing, Delivery of the Products shall take place at the address specified by the Customer on their Order within six weeks of the Order, or on such other estimated date specified by CN Bio. For the avoidance of any doubt, Cells will be delivered directly to the Customer by the applicable third-party cell supplier. The Customer shall make all arrangements necessary to take delivery of the Products whenever they are tendered for Delivery.

3.2 Any date of Delivery given by CN Bio is an estimate only and time for Delivery shall not be of the essence of the agreement. Whilst every reasonable effort will be made to meet such dates, Delivery cannot be guaranteed on such dates and the Customer shall have no right to claim damages of any kind or to cancel the order for failure for any cause to meet any Delivery date stated.

3.3 Acceptance of a Delivery by the Customer shall constitute conclusive evidence that the Customer has examined the Products and has found them to be in good condition, complete and fit in every way for the purpose for which they are intended. If required by CN Bio, the Customer's authorized representative shall sign a receipt confirming such acceptance.

3.4 The Customer will be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination.

3.5 CN Bio will supply the Application in a Box, Cells, and Consumables, as applicable, to the Customer for use with the Equipment as set out in an Order provided that:

3.5.1 any dates quoted for Delivery of the Application in a Box, Cells, and Consumables are approximate only and the time of Delivery is not of the essence;
3.5.2 CN Bio may deliver Cells (via a third-party cell supplier), Consumables, and the components within Application in a Box by instalments, which may be invoiced separately;
3.5.3 each instalment of Cells and Consumables, unless provided as part of an Application in a Box, shall constitute a separate Contract; and
3.5.4 any delay in Delivery or defect in the Cells, Consumables or Application in a Box shall not entitle the Customer to claim damages of any kind or to cancel any other order of the aforementioned.

3.6 The Customer will ensure that adequate and safe facilities and procedures exist for receipt and storage of the Products at its premises at the time of Delivery.

3.7 Any modification of an Order (with the consent of CN Bio) automatically implies that the indicative Delivery times may be prolonged. Delivery may be suspended, and indicative Delivery times may be prolonged in case of any delay in payments owed to CN Bio pursuant to these Conditions.

3.8 CN Bio shall have no liability for any failure, or delay, in delivering an Order to the extent that any failure, or delay, is caused by the Customer’s failure to provide CN Bio with adequate Delivery or address instructions, or for the Customer’s failure to comply with its obligations under this Contract including (without limitation) its obligation to ensure that adequate and safe facilities and procedures exist for receipt of the Products at its premises at the time of Delivery.

3.9 If the Customer refuses to accept Delivery, makes it impossible for CN Bio to carry out the Delivery or substantially delays the acceptance of Delivery, CN Bio may (at its sole discretion):

3.9.1 terminate the Contract with immediate effect by giving written notice to the Customer; and/or
3.9.2 deem Delivery to have occurred at 9:00am on the due date for Delivery, store the Products at CN Bio’s premises or any other premises until the Customer collects the Products, and to charge the Customer for all related costs and expenses (including insurance) in relation thereto.

4. Risk and Title

4.1 The onus of loss, theft, damage or destruction of the Products (except for Cells) during transit shall be solely placed on the liable party as defined by the corresponding Incoterms. Cells will be delivered to the Customer subject to the cell supplier’s chosen incoterm rules.

4.2 Title in the Products shall not pass to the Customer until CN Bio has received payment in full in cleared funds for all Products that CN Bio has supplied to the Customer.

4.3 Until title to the Products has passed to the Customer, the Customer shall:

4.3.1 hold the Products on a fiduciary basis as CN Bio’s bailee;
4.3.2 store the Products separately from all other goods held by the Customer so that they
remain readily identifiable as CN Bio’s property;
4.3.3. not destroy, deface or obscure any identifying marks or packaging on the Products; and
4.3.4. maintain the Products and keep them in satisfactory condition.

5. Customer’s Obligations and Restrictions on Use

5.1 The Customer will, at all times, abide by and fully comply with all applicable laws or regulations
affecting the use of the Products and:

5.1.1 will only use the Products in accordance with the Documentation;
5.1.2 ensure that the Products are kept and operated in a suitable environment, used only for the purposes for which they are designed (and not modified unless instructed by CN Bio), and operated in a proper manner by trained competent staff in accordance with the Documentation and any other operating instructions issued by CN Bio from time to time in relation to the use of the Products;
5.1.3 take such steps (including compliance with all safety and usage instructions provided by CN Bio) as may be necessary to ensure, so far as is reasonably practicable, that the Products are at all times safe and without risk to health and (in respect of the Equipment only) when it is being set, used, cleaned or maintained by a person at work; and
5.1.4 not use the Products for any unlawful purpose.

5.2 The Customer will not alter, cover, remove or tamper with any label, notices or other marks (including without limitation CE marks, details of patents or restrictions on use or notices that any Intellectual Property Rights in the Products are owned by CN Bio or a third party) any CN Bio trademarks, numbers, or other means of identification used on or in relation to the Equipment.

5.3 The Customer will provide all information and assistance reasonably required by CN Bio to enable CN Bio to perform its obligations under the Contract, including providing or procuring access to any relevant premises and a suitable and safe working environment for the delivery, repair, storage or maintenance of the Products.

5.4 The Customer shall be permitted to use the Products for internal research purposes only. Nothing in this agreement grants to the Customer a right to use the Products to conduct work for a third party in relation to any commercial purpose or in any commercial application of any kind including (without limitation) providing the results of its activities using the Products to a third party in consideration for a fee. If the Customer requires rights to use the Products for, or in relation to, any commercial purpose or in any commercial application of any kind it shall require a separate license from CN Bio, which CN Bio may or may not (in its absolute discretion) grant to the Customer. For the avoidance of any doubt, Customer is not permitted to resell any Products.

5.5 If the Customer is using any Cells purchased from CN Bio pursuant to the Contract, the additional terms and conditions set out in Schedule 1 shall also apply.

5.6 The Customer acknowledges and agrees that the Products have not been designed such that the results of any experiments conducted using the Products are compliant with GLP.

6. Charges and Payment

6.1 The price for the Products shall be the price set out in the Order.

6.2 Any costs and charges of packaging, insurance, import duties and transport that shall be payable by the Customer in addition to the price of the Products and shall be set out in the Quotation and shall form part of the Charges.

6.3 The Charges are exclusive of amounts in respect of value added tax (VAT), or any other local sales taxes or duties. Where any taxable supply for VAT purposes is made under the Contract by CN Bio to the Customer, the Customer will, on receipt of a valid VAT invoice from CN Bio, pay to CN Bio VAT in accordance with UK legislation in force at the tax point and all other taxes and duties payable in connection with the supply the Products and their export and import into any territory.

6.4 The Customer will be invoiced by CN Bio for all Charges included in an Order on shipment of the Products to be supplied under that Order.

6.5 The Customer will pay all invoices rendered by CN Bio for the supply of the Products in full and in cleared funds within thirty (30) days of the date of the invoice. Payment shall be made to the bank account nominated in writing by CN Bio.

6.6 CN Bio shall be entitled to charge the Customer interest on all overdue payments from the due date accruing on a daily basis until payment is made in full, whether before or after any judgment at the statutory interest rate chargeable under the Late Payment of Commercial Debts (Interest) Act 1998.

6.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against CN Bio to justify withholding payment of any such amount in whole or in part. CN Bio may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by CN Bio to the Customer.

7. Warranty

7.1 CN Bio warrants that throughout the Warranty Period:

7.1.1 the Equipment will conform with the Specification when used with the Consumables and
in accordance with these Conditions and any other Documentation provided by CN Bio; and
7.1.2 it will provide the Support and Maintenance Services.

7.2 CN Bio further warrants that:

7.2.1 for a period of six (6) months from the date of Delivery, the Consumables will conform in all material respects with the Specification when used with the Equipment; and
7.2.2 at the time of delivery of the Cells, Media, and Supplements, the Cells, Media and Supplements will conform with the applicable Specification (“the Warranties”).

7.3 If CN Bio receives written notice from the Customer within the Warranty Period of any breach of the Warranties CN Bio will, within a reasonable time after receiving such notice and at its option and subject to Condition 7.4 below:

7.3.1 repair the Equipment (initially by means of telephone support);
7.3.2 replace the Equipment, Cells (to the extent the same are available), and Application in a Box; or
7.3.3 refund the amount paid for the applicable Products, less a reasonable allowance for usage, upon its return to CN Bio .

7.4 The Warranties shall not apply to any defect, failure or damage caused by improper storage, improper use or improper or inadequate maintenance and care. CN Bio shall have no obligation under
the Warranties:

7.4.1 to repair damage resulting from attempts by personnel other than CN Bio representatives to repair or service the Equipment unless directed by a CN Bio representative;
7.4.2 to repair damage, malfunction, or degradation of performance resulting from improper use or connection to incompatible equipment or otherwise than in accordance with the Documentation and CN Bio’s instructions provided to the Customer from time to time, including but not limited to: (i) the use of non CN Bio consumables or supplies not authorized by CN Bio; (ii) failure to perform user care and cleaning as prescribed in the Documentation; (iii) use of the Equipment in an environment not meeting the operating specifications set out in the Documentation; (iv) accidental damage caused by the Customer or any other third party in CN Bio’s sole opinion; or (v) any liquid damage caused by the Customer unless such damage is proven to be caused by CN Bio’s consumables.
7.4.3 to replace items that have been abused, misused, or tampered with in any way other than by CN Bio or its representatives; or
7.4.4 to replace Cells, Media, Supplements and QC Kits that have not been stored in the right storage conditions.

7.5 The Warranties given by CN Bio with respect to the Products are in lieu of any other warranties, express or implied. All other warranties or conditions, whether expressed or implied as to performance, merchantability, quality, condition, description, compliance with sample, fitness for purpose or non-infringement of third-party intellectual property, whether statutory or otherwise, are excluded to the fullest extent permitted by applicable law.

7.6 CN Bio’s responsibility to repair, replace, or offer a refund for the defective Products as set out above is, to the fullest extent permitted by applicable law, the sole and exclusive remedy provided to the Customer for any breach of the Contract.

7.7 On the expiration of the Warranty Period, the Customer may purchase additional Support and Maintenance Services for up to 3 (three) years by notifying CN Bio in writing. If the Equipment has not been supported for a period of 6 (six) months or more but it is still within 5 (five) years from Delivery of the Equipment, a diagnostic equipment check will be required to be performed prior to purchasing additional Support and Maintenance Services. Customers will be charged a fee for performing the diagnostic equipment check, and if the Customer is located outside of Europe or North America (USA or Canada), then additional travel costs will be added to the diagnostic equipment check fee.

8. Support and maintenance

Support

8.1 During the Warranty Period or when the Customer has purchased additional Support and Maintenance Services in accordance with Condition 7.7, CN Bio will provide the Support and Maintenance Services in accordance with these Conditions. For the avoidance of any doubt, CN Bio shall only provide Support and Maintenance Services on Equipment used in Containment Level 2 laboratories (“CL2”) or below. If the Customer transfers Equipment into a Containment Level 3 (“CL3") or above laboratory, the Warranty and Support and Maintenance Services shall become null and void unless otherwise agreed in writing with CN Bio prior to transfer.

8.2 CN Bio will provide telephone support services during Business Hours on Business Days, to respond to technical problems or requests for assistance with the Products raised by the Customer (“a Support Request”).

8.3 All Support Requests will be promptly reviewed by a CN Bio staff member and a response will be provided by email or telephone within 48 hours (during Business Hours during Business Days) after CN Bio receiving such a request.

8.4 As part of the Support and Maintenance Services, CN Bio may provide advice and assistance on standard operating procedures, protocols and on ideas and methods intended to assist the Customer in obtaining the best possible use of the Products. All such information will be supplied in good faith, but CN Bio gives no warranty or representation in respect of the accuracy and completeness of any advice based on information obtained from the Customer and it is for the Customer to satisfy itself of the suitability of the Products for its own particular purpose.

8.5.1 up to a maximum of 3 hours of telephone calls a Quarter to the Customer by a Field Application Scientist during Business Hours on Business Days to discuss either or both applications and projects;
8.5.2 access to CN Bio’s lab portal; and
8.5.3 a support site visit (1 x half day) by a Field Application Scientist for application support once per annum.

8.6 If requested by the Customer, CN Bio may provide on-site support at the Customer’s premises to help with further training or resolve a Support Request. CN Bio will charge the Customer and the Customer will pay CN Bio for all on-site support at the day rate in the current price list (plus any applicable value added or any other sales tax) except when a customer is located in North America or Europe where the cost is already included. The Customer will reimburse CN Bio on demand for all travel, subsistence and other expenses incurred by any of CN Bio’s employees, consultants, and contractors in providing any on-site support services.

8.7 All support will be provided by CN Bio in English only.

8.8 For the avoidance of any doubt, CN Bio will only guarantee to provide Support and Maintenance Services on parts that are 5 years old or under unless the supplied part of the Equipment has been discontinued by CN Bio and been replaced by a newer version. Please ask your local Sales representative for a list of parts that are no longer supported by CN Bio. Furthermore, the Support and Maintenance Services fee does not include providing any support and maintenance services in connection with any defects, failure or damaged caused by improper storage, improper use or inadequate maintenance and care of the Equipment as set out in Condition 7.4.

8.9 If you have purchased the Products from a CN Bio authorized distributor, then please contact them to seek support and maintenance services.

Maintenance

8.10 During the Warranty Period and when the Customer has purchased Support and Maintenance Services, a representative of CN Bio shall attend Customer’s premises once a year to perform annual maintenance of the Equipment. CN Bio’s representative shall perform the annual maintenance during Business Hours on Business Days at such times as may be agreed in advance between the Customer and CN Bio from time to time.

8.11 If an issue is diagnosed during an annual maintenance visit, CN Bio’s representative will use all reasonable endeavors to repair the Equipment during the visit at the Customer’s premises. If that is not reasonably practicable (or it is not reasonably practicable to do so during Business Hours) CN Bio’s representative shall either arrange for a further visit to Customer’s premises within Business Hours to complete the repair or arrange for the removal of the Equipment (or part of the Equipment, if applicable) for repair off-site. If the Equipment is covered by the Warranty or the Customer has purchased additional Support and Maintenance Services, then CN Bio may loan a replacement part for the duration of the repair at its sole discretion.

8.12 The Customer shall provide CN Bio with such information concerning the Equipment (including but not limited to decontamination information before a visit to ensure decontamination has been correctly performed), its application, use, location, and environment as CN Bio may reasonably request to enable it to perform its obligations under this agreement.

8.13 CN Bio shall procure that its representative shall, while on site at the Customer’s premises, comply with the Customer’s reasonable health and safety and security policies provided these have been brought to the attention of its representatives.

8.14 If Customer does not request the annual support site visit and the annual maintenance visit during the Warranty Period, and later decides to purchase Support and Maintenance Services, the Customer shall be charged accordingly at the then-current rates.

9. Training

9.1 CN Bio will provide Customer training in accordance with the training package(s) selected on the Order for up to a maximum of 5 people per training session, and in accordance with this Condition 9.

9.2 The travel component of the Training Fee only covers the cost of a CN Bio representative travelling to North America (Canada and USA) or Europe (“Included Territories”). An additional fee will be added for a CN Bio representative to travel anywhere outside of the Included Territories.

9.3 If Customer cancels the training due to unforeseen circumstances, Customer will be charged forty percent (40%) of the Training Fee if CN Bio has already booked travel and accommodation, and any additional costs associated with rebooking travel and accommodation.

9.4 All training will be provided by CN Bio in English only.

10. Liability

10.1 CN Bio does not exclude or restrict any liability for negligence causing death or personal injury or for fraud.

10.2 Subject to Condition 10.1 CN Bio shall have no liability whether in contract, or tort (including negligence) or arising in any other way, for:

10.2.1 any loss or damage arising from decisions made or actions taken by the Customer in reliance on the Products or for the accuracy of any data, results or material obtained by the Customer in using the Products; or
10.2.1 any loss or damage arising from decisions made or actions taken by the Customer in reliance on the Products or for the accuracy of any data, results or material obtained by the Customer in using the Products; or

10.3 Subject to Condition 10.1, in no circumstances shall CN Bio’s liability to the Customer of any nature arising out of or in connection with the Contract whether in contract, or tort (including negligence) exceed 150% of the Charges paid by the Customer for a single incident or series of related incidents.

10.4 CN Bio will not be liable for any loss or damage arising out of or in connection with any negligence, misuse, mishandling of the Products or otherwise caused by the Customer or its officers, employees, agents and contractors and the Customer shall indemnify CN Bio against any claims, proceedings or threatened proceedings from third parties and against any loss or damage suffered by CN Bio arising from the Customer’s use of the Products where such claims and/or losses arise from the acts or omissions of the Customer or of its agents or subcontractors.

11. Confidential Information

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning its business, affairs, customers, clients, or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Condition 11.2(a).

11.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Conditions. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information comply with this Condition 11; and

(b) as may be required by any applicable laws, a court of competent jurisdiction or any governmental or
regulatory authority.

11.3 No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Conditions.

12. Intellectual Property

12.1 Except as expressly set out in these Conditions, all Intellectual Property Rights in the Products and the Documentation shall remain the property of CN Bio or CN Bio’s suppliers or licensors.

12.2 CN Bio hereby grants to the Customer a limited, non-transferable, non-assignable, perpetual licence to use such Intellectual Property in the Products which belongs to CN Bio solely for the purpose of the use of the Products by the Customer for internal research. For the avoidance of doubt, the Customer shall not be entitled to use such Intellectual Property Rights to conduct work for a third party in relation to any commercial purpose or in any commercial application of any kind including (without limitation) providing the results of its activities using the Products to a third party in consideration for a fee unless otherwise agreed with CN Bio in writing.

12.3 Save as otherwise provided herein, nothing in these Conditions grants the Customer any licence to or any other rights under any Intellectual Property Rights of or used by CN Bio existing at the date of the Contract.

12.4 Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, dissemble, modify, adapt or make error corrections to any software embodied in the Equipment in whole or in part unless it is licensed subject to an open-source licence.

12.5 If Customer provides any Feedback to CN Bio, CN Bio may use that information without obligation to Customer, and Customer irrevocably assigns to CN Bio all right, title, and interest in that Feedback. Customer shall so all such things including signing all documents or other instruments necessary to confirm or vest in CN Bio the rights hereby assigned.

13. Force Majeure

13.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate the Contract by giving 15 Business Days’ written notice to the affected party.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract
with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 15 days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business

(c) the other party suspends, or threatens to suspend, or ceases to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

14.2 Without affecting any other right or remedy available to it, CN Bio may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Order on the due date for payment; or
(b) there is a change of control.

14.3 Without affecting any other right or remedy available to it, CN Bio may suspend further deliveries of Products under the Contract if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Condition 14.1(b) to Condition 14.1(d), or CN Bio reasonably believes that the Customer is about to become subject to any of them.

15. Consequences of termination

15.1 On termination of a Contract the Customer shall immediately pay to CN Bio all of CN Bio’s outstanding unpaid invoices and interest and CN Bio shall submit an invoice, which shall be payable by the Customer immediately on receipt.

16. Notices

16.1 CN Bio shall address all invoices and serve any notices on the Customer pursuant to the Contract in writing sent electronically by email or by post to the address set out in the Order or the Customer’s registered office or any other address provided by the Customer for this purpose. The Customer shall serve any notice pursuant to the Contract by post on CN Bio at its address specified on the Order.

16.2 All posted documents shall be deemed served forty-eight (48) hours after posting and all notices sent electronically the next working day after sending or, if sent before 16.00 (sender’s local time) on the working day it was sent.

17. General

17.1 Waiver - A waiver of any right under these Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

17.2 Severance - If any provision of these Conditions, or part of a provision is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.3 Conflict - if there is an inconsistency between any of the provisions of this Contract and the provisions of a Quotation, the provisions of the Quotation shall prevail.

17.4 Variation - no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorized representatives).

17.5 Third Party Rights - No third party is entitled to the benefit of these Conditions or any Contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

17.6 Governing Law and Jurisdiction - These Conditions and any disputes or claims arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales have non-exclusive jurisdiction to settle any disputes or claims arising out of or in connection with the Contract, its subject matter, or its formation (including non-contractual disputes or claims).

17.7 Customer further certifies that it shall use the Products for internal research purposes only; that the Products will not be used for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons; that they will not be re-exported or otherwise re-sold or transferred if it is known or suspected that they are intended or likely to be used for such purposes; that the Products will not be re-exported or otherwise re-sold or transferred to a destination subject to UN, EU, UK, OSCE embargo where that act would be in breach of the terms of that embargo; and that the Products, or any replica of them, will not be used in any nuclear explosive activity or unsafeguarded nuclear fuel cycle.

Schedule 1 – Additional Terms and Conditions relating to the purchase of Cells

1. Interpretation

1.1 In this Schedule 1 the following words have the following meanings:

“Donor” means a natural person from whom the Cells originate;

“Donor Consent” means the informed consent applicable to any Cells supplied to Customer under these Conditions, whether provided by Donor, next of kin, or other authorized person;

“Donor Information” means the following information relating to a Donor of Cells: (i) year of birth of Donor; (ii) state of health of Donor and if applicable his/her agonal state; (iii) Donor Consent documentation template relating to the relevant Cells, along with true, complete, accurate and not misleading details of how the actual Donor Consent signed by or on behalf of the Donor varies from such template; and (iv) country of collection of the Cells;

“Ethical Approval” means the approval, license or permission issued in writing by a body competent under the applicable law to review and approve the collection and distribution of the Cells for research purposes; and

“Expiry Date” means the last day of the intended duration of storage for the Cells as specified in the relevant Donor Consent.

2. Supply of Cells

2.1 CN Bio agrees to supply the Cells in accordance with all applicable laws directly related to reselling Cells, and the Donor Consent.

2.2 At the time of delivery, material safety data sheets for the Cells (where applicable) will be provided to Customer.

2.3 The Cells supplied by CN Bio to Customer shall be suitable under applicable laws for research purposes only.

3. Donor Consent

3.1 CN Bio is in the possession of, or can request from the original cell supplier, the appropriate Donor Consent required for: (i) sourcing of (including the process to collect and prepare) such Cells and any associated data or information, and (ii) the transfer, shipment, storage, use and/or disposal by Customer of the Cells and any associated data and information.

3.2 CN Bio shall supply Customer with Donor Information and, if applicable, other associated data, as specified in a request, to the extent that it is available.

3.3 In the event that a Donor Consent is withdrawn, or a Donor or next of kin otherwise withdraws consent to the use of the Cells, CN Bio shall promptly notify Customer on being notified itself by the original cell supplier. Customer shall promptly discontinue using such Cells, and if requested by Customer, CN Bio shall provide a replacement for such Cells (to the extent available).

4. Customer’s use of the Cells

4.1 Customer shall use the Cells solely for research purposes and, at all times, in accordance with the Donor Consent.