The following Account Terms and Conditions apply to all transactions for laboratory and consulting services or study services (collectively, the “Services”) between the Sponsor or Customer (the “Customer”) and Bioscience of Bozeman, LLC (“Bioscience”) unless otherwise specified in writing by an officer of Bioscience of Bozeman LLC
1. Contract Agreement/Terms and Conditions: The Customer agrees that when placing an order with Bioscience, that Biosciences’ final price quotation as set forth in the Proposal or formal project estimate, these Account Terms and Conditions, the Customer’s purchase order (not including any terms and/or conditions that may be contained in the Customer’s purchase order), and Biosciences’ confirmation to perform Services shall constitute the entire contract between the Customer and Bioscience (the “Agreement”). A purchase order issued to Bioscience shall not constitute a binding contract unless and until it is accepted and acknowledged by Bioscience. The Customer accepts and agrees to all of Biosciences’ Account Terms and Conditions in lieu of the Customer’s terms and conditions (even if terms and conditions are contained in the Customer’s purchase order or otherwise) on all orders placed with Bioscience. Orders submitted without a quotation or formal project estimate shall be subject to Biosciences’ pricing then in effect for the current year.
2. Credit Terms and Payment
Credit approval is at Bioscience’s discretion and may be canceled or modified at any time. Payment terms include:
3. Pricing and Quotations
Quoted prices remain valid for 90 days unless otherwise stated. Additional testing or changes after quotation will incur extra charges unless agreed upon in writing.
4. Pricing Adjustments
Price estimates based on incomplete protocols are subject to revision upon final protocol review.
5. Procedures and Accreditation
Bioscience guarantees tests are conducted per agreed protocols. Customers must verify Bioscience’s accreditation meets their requirements and notify Bioscience in writing of regulatory needs. Results are not guaranteed to meet regulatory or commercial standards.
6. Study Design Responsibility
Customers are solely responsible for regulatory approvals and study designs. Bioscience assists with test plans but is not liable for design failures or regulatory rejections.
7. Warranties
Bioscience disclaims all warranties except as stated in Section 5. No liability is accepted for indirect or consequential damages.
8. Customer Remedies
Liability is limited to compensation for direct harm caused by Bioscience’s failure, capped at fees paid for the affected Services. Incidental or punitive damages are excluded.
9. Cancellation and Suspension
Customers must pay for work completed up to cancellation, plus a cancellation fee of at least 50% for unbilled portions. Suspension of work incurs stand-by charges.
10. Delays
Bioscience is not liable for delays caused by factors outside its control.
11. Test Reports
Reports are for the Customer’s use only and cannot be shared without consent. Reports are specific to tested samples and conditions. Customers must request verification within 30 days; otherwise, reports are deemed accepted.
12. Reports and Protocols
Protocols requested without testing within three months may incur charges. Bioscience retains ownership of protocols and requires authorization for quoting its name.
13. Sample and Data Retention
Samples are returned or destroyed at least 30 days after reports unless prepaid storage is arranged. Data is stored according to Bioscience document retention policies.
Where testing is executed under Good Laboratory Practice, customers are responsible for retention of reserve samples unless otherwise agreed upon in writing. Customers agree to maintain reserve samples under appropriate storage conditions in accordance with applicable FDA requirements in 21 CFR 58.195 and make reserve samples available upon request by regulatory authorities.
14. Sample Characterization
Customers are responsible for determining and documenting the characterization and methods of synthesis of the test samples for each batch prior to use in the study. Bioscience relies on this information and disclaims responsibility for errors.
15. Address Changes
Customers must notify Bioscience of address changes within 10 days.
16. Ownership Changes
Ownership changes require written notice within 10 days, or all balances become immediately due.
17. Credit and Information Sharing
Bioscience may check and share credit information and retain records as permitted by law.
18. Pricing Adjustments
Prices may change without notice unless a valid quote is in effect.
19. Order Validity
Orders are valid regardless of signer authorization. Customers are responsible for determining order suitability.
20. Shipping
Customers are responsible for shipping and associated costs, as well as liability before receipt at Bioscience.
21. Subcontracting
Bioscience may use qualified subcontractors and charge Customers at standard rates.
22. Copyright
Protocols and processes remain Bioscience’s property. Customers cannot claim ownership of intellectual property.
23. Payments
Payments must be made directly to Bioscience. Customers must verify any changes in payment details.
24. Ownership Rights
Bioscience retains ownership of intellectual property and test data until full payment is received.
25. Payment Defaults
Failure to pay results in the immediate due date of all outstanding amounts.
26. Interest on Overdue Payments
Overdue payments accrue 1.5% monthly interest or the maximum legal rate.
27. Governing Law
Montana laws govern this Agreement. Legal actions will be conducted in Gallatin County, Montana.
28. Dispute Resolution
Disputes, excluding payment issues, will be resolved via binding arbitration in Bozeman, Montana, under AAA rules. Arbitrators cannot award punitive damages.
29. Third-Party Claims
Customers indemnify Bioscience against claims related to testing results, studies, products, or breaches of this Agreement.
30. Liability Waiver
Customers release Bioscience from all claims, except for limited compensation under Section 8.
31. Legal Fees
Customers are responsible for legal or collection costs incurred by Bioscience.
32. Rights Waiver
Failure to enforce provisions does not waive rights.
33. Severability
Invalid provisions do not affect the enforceability of remaining terms.
34. Electronic Signatures
Electronic signatures are valid and binding.
35. Entire Agreement
This Agreement represents the complete understanding between the parties. Changes require written approval.
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Service Terms and Conditions.
