CTC Terms and Conditions
1. INTERPRETATION
1.1 In these conditions of
supply the following words will (unless the context otherwise
requires) have the following meanings:
"CEC Testing" means the enumeration of
circulating endothelial cells (CEC) in whole blood;
"CTC Testing" means the enumeration
of circulating tumour cells (CTC) of epithelial origin in
whole blood;
"Client Relations" means our client relations
representatives at Tel: 44 (0)115 9739012.
"Conditions" the conditions set out below and
overleaf.
"Contract" the contract between us and you for
the supply of Services comprising these Conditions and any
documents referred to in them.
"Data Protection Legislation" the Data
Protection Act 1998 and all subordinate legislation;
"Laboratory" Source BioScience UK Limited's
laboratory at 1 Orchard Place, Nottingham Business Park, Nottingham
NG8 6PX;
"Orders" as defined in term 4.1;
"Party" you or Source BioScience UK Limited;
"Parties" means you and Source BioScience UK Limited;
"Personal Data" any data compiled and/or
processed by Source BioScience UK Limited pursuant to this Contract
which identifies a living individual;
"Results" means the report
including any data arising out of The Tests undertaken by us;
"Samples" the specimens supplied by you to us
for use in respect of the Services;
"Services" means the services to be performed
by us which includes The Tests, analysis of data, data processing
and management, and the communication of the Results to the
referring Clinician;
"The Tests" means CTC Testing and/or CEC
Testing as applicable and as defined herein;
"we" / "us" /
"our" Source BioScience UK Limited, a company
registered in England and Wales with number 4078501 and whose
registered office is 1 Orchard Place, Nottingham Business Park,
Nottingham NG8 6PX.
"you" / "your" the company,
academic institution, firm, body or any representative thereof or
any other person who orders the Services.
1.2 Any reference in these
Conditions to "writing" or cognate expressions includes a reference
to facsimile transmission, email or comparable means of
communication.
1.3 The headings are for
reference only and will not affect the interpretation of these
Conditions.
1.4 We reserve the right at
any time without liability to correct any clerical, typographical
or other similar errors or omissions made by us.
1.5 References to statutes
or statutory instruments shall be deemed to be references to those
statutes or statutory instruments as the same may be amended or
re-enacted from time to time.
2. APPLICATION OF TERMS
2.1 Subject to clause 2.3,
these Conditions are the only conditions on which we
are prepared to deal with
you in relation to the Services and they will govern the provision
of the Services.
2.2 No terms, conditions or
warranties endorsed upon, delivered with, referred to or stipulated
or contained in any purchase order or other similar document
delivered or sent by you to us will form part of the Contract.
2.3 No variation to, waiver
of or addition to these Conditions or any representation about the
Services will have any effect unless it is expressly agreed in
writing and contains a specific reference to these Conditions.
3. THE SERVICES AND YOUR OBLIGATIONS
3.1 You warrant that
you:
3.1.1 have obtained all necessary third party
consents in respect of your submission of the Samples to us
for use in undertaking the Services; and
3.1.2 shall comply with all applicable laws in
respect of your possession of and/or use of the Samples, Products
and Results.
3.2 You
shall supply us with the Samples in respect of each Order for
Services in a timely manner and, in any event, in such a timescale
as will allow us to meet our delivery obligations.
3.3 You
shall be responsible for ensuring that the Samples are of
appropriate quantity, quality and purity suitable for use by us in
the performance of the Agreement.
3.4 You
warrant that you have gained any required ethical permissions
and/or consents for the us to perform The Tests on the Sample and
you accept that we shall have no liability if these permissions and
approvals have not been properly obtained or granted.
3.5 Any
defect in the Services which is due in whole or in part to defects
in the Samples that you have submitted to us under this contract,
including but not limited to, inadequate quantity of Sample
(meaning any Sample of a quantity that is less than 4 millilitres)
or a non viable Sample (meaning any Sample that has clotted and/or
at the time of receipt by us is found to have been taken from the
patient more than 96 hours ago) (collectively "Defective Samples")
will not entitle you to terminate the Contract, reject any Services
provided, make any deductions from fees or claim damages in respect
of such defect.
3.6 In the
event of us receiving a Defective Sample from you, unless otherwise
agreed by us prior to your submission of the relevant Sample, we
shall proceed in accordance with the following:-,
3.6.1 Where the Sample has
clotted: If the Sample has clotted prior to us undertaking The
Tests we shall dispose of the Sample in accordance with standard
laboratory practice and shall notify you as soon as reasonably
practicable that the Sample had clotted and has been disposed
of;
3.6.2 Where the Sample is of
insufficient quantity: If you submit a Sample to us that is of a
quantity of less than 4 millilitres we shall use reasonable
endeavours to contact you to confirm whether you wish us to proceed
with The Tests. In the event that we are unable, for whatever
reason to gain your instruction and we believe that there is a risk
of the Sample becoming non-viable due to the passage of time then
we shall proceed with undertaking The Tests.
3.7 In the
event that we receive a Sample from you that does not clearly
identify the date and time of blood draw from the patient (the
"Information") on the requisition form we shall
use reasonable endeavours to contact you to obtain the
Information. In the event that we are unable to obtain the
Information from you, within one hour following receipt of the
Sample, we shall proceed with undertaking The Tests.
3.8 You
shall co-operate with us, as we may reasonably determine, in
relation to the provision of the Services.
4. ORDERS AND DELIVERY
4.1 You
shall provide us with an order (the "Order") for the Services which
shall be in accordance with the following procedure:
4.1.1 You shall contact Client
Relations to indicate your test requirement.
4.1.2 Client Relations will
process your payment for the Tests.
4.1.3 Upon completion of payment
we shall arrange to send a test kit to you.
4.1.4 You will submit your Sample
to our Laboratory accompanied by a completed test request form
which can be downloaded from /diagnostic-tests/order-a-test.
Each package that you submit shall be:
4.1.4.1 addressed for the attention of: "CTC
Processing team";
4.1.4.2 Be clearly marked as "Urgent Blood Sample
for CTC Testing".
4.2 In drawing the Sample
from your patient and submitting the Sample to us for the Tests you
agree to solely use the equipment within the test kit provided by
us.
4.3 You shall ensure that
the content of your order for Services is complete and
accurate.
4.4 Unless expressly agreed
otherwise in writing by us, any times specified or agreed by us for
the delivery of the Services are given in good faith but are an
estimate only. If no time is specified or agreed by us delivery
will take place within a reasonable time following our receipt of
the Samples. We will not be liable for any loss, costs,
damages, charges or expenses caused directly or indirectly by a
delay in the delivery of the Services.
5. PRICE AND PAYMENT
5.1 Unless
expressly agreed otherwise in writing by us, the fees for the
Services shall be our standard fees as listed on our website at
Weblink2.
5.2 We
shall invoice you for the work following completion of the Services
and you shall pay the fees for the Services within 30 days of
receipt of an invoice from us.
5.3
Subject to this clause 5.3, all fees are exclusive of VAT, which
sum shall be added to the invoice and shall be payable by
you. UK VAT is applicable to transactions within the European
Union including the UK. For EU based organisations,
registered outside the UK, supply of a valid VAT registration
number is required, if you are to avoid UK VAT. Eligible bodies in
the UK may qualify for zero rating under VATA 1994, Schedule 8,
Group 15. Such organisations should check their eligibility status
carefully and only supply a certificate where they are fully
satisfied that zero-rating applies. We reserve the right to charge
VAT to you where you do not provide a valid zero-rating certificate
or where instructed to do so by HMRC.
5.4 No
payment will be deemed to have been received until we have received
the payment in full in cleared funds. Time for payment will
be of the essence of the Contract.
5.5 All
payments payable to us under the Contract will become due
immediately on termination of this Contract despite any other
provision of these Conditions.
5.6 You
will make all payments due under the Contract without any deduction
whether by way of set-off, counterclaim, discount, abatement or
otherwise.
5.7 If you
fail to pay us any sum due pursuant to the Contract, then without
prejudice to our other rights and remedies you shall pay interest
to us on such sum from the due date for payment at the statutory
rate from time to time in force accruing on a daily basis until
payment is made in full (whether before or after any
judgement).
6. SAMPLES, PROCESSING, STORAGE, RISK AND OWNERSHIP
6.1 Upon receipt of Samples
we shall verify that the paperwork and the accompanying Sample
concur.
6.2 We shall take reasonable
care of any Sample whilst in our possession.
6.3 Provided that the
Samples are of satisfactory quality, we shall proceed with the
performance of the Services and will provide all data arising from
the same. Any Defective Samples shall be dealt with in accordance
with Clause 3.6 herein.
6.4 We will not be liable
for any loss or damage to Samples unless such loss or damage arises
as a direct result of our negligence.
6.6 You understand and
accept that the Samples will be used up in the course of the
conduct of the Services. Any unused Samples left over or
resultant products of the Tests will be disposed of in accordance
with standard laboratory practice.
7. RESULTS
7.1
Retention or return of Samples will only be undertaken at your
express instruction and at your cost and risk.
7.2 Unless
otherwise expressly agreed between us, we shall supply the Results
to you by one of the following mechanisms: email at an agreed email
address to be provided by you prior to the commencement of the
Services; via a secure FTP website or on a CD Rom.
7.3 We
will not under any circumstances be liable for your use of the
Results.
8. CONFIDENTIAL INFORMATION
8.1 Each
Party shall keep strictly confidential all information concerning
the business and affairs of the other together with any information
disclosed under this Agreement (including, without limitation, the
Samples) obtained from the other either pursuant to this Agreement
or prior to and in contemplation of it, shall use the same
exclusively for the purposes of this Agreement, and shall disclose
the same only to those of its directors, Consultants and employees
to whom and to the extent that such disclosure is reasonably
necessary for the purposes of this Agreement.
8.2 The
obligations of clause 8.1 above shall survive the termination of
this Agreement but shall not apply to any information which: -
8.2.1 the recipient can
demonstrate was already in its possession and at its free disposal
prior to receipt under the circumstances mentioned at clause 8.1
above;
8.2.2 is subsequently disclosed to
the recipient without any obligation of confidence by a third party
who has not derived it directly or indirectly from the disclosing
party; or
8.2.3 enters the public domain
through no act or default of the recipient, its agents or
employees.
9. WARRANTIES
We warrant that we shall perform the Services using reasonable
skill and care and in accordance with all applicable laws.
10. LIMITATION OF LIABILITY
10.1 Save for the warranties
given by us at clause 9, all warranties, conditions and other terms
(whether implied by statute or otherwise) are, to the fullest
extent permitted by law, excluded from the Contract.
10.2 Nothing in these
Conditions excludes or limits our liability for fraudulent
misrepresentation or for any death or personal injury caused by our
negligence.
10.3 Subject to clause 10.2,
we will not be liable to you in contract, tort (including, without
limitation, negligence), misrepresentation or otherwise for
any:
10.3.1 economic loss of any kind (including, without
limitation, loss of use, profit, anticipated profit, business,
contracts, overhead recovery, revenue or anticipated savings);
10.3.2 any damage to your reputation or goodwill:
or
10.3.3 any other special, indirect or
consequential loss or damage
(even if we have been advised of such loss or damage) arising
out of or in connection with the Contract.
10.4
Subject to the provisions of clause 9 and clause 10.2, our total
liability in contract, tort (including, without limitation,
negligence), misrepresentation or otherwise arising out of or in
connection with this Contract (a "Default") will be limited to the
price paid or payable in respect of the Services to which the
Default relates.
10.5
The provisions of this clause 10 shall survive the termination or
expiry (for whatever reason) of this Contract.
11. TERMINATION
11.1
We may terminate the Contract immediately if:
11.1.1 you
fail to pay the price on the due date;
11.1.2
you are in breach of any term of the Contract and have failed to
remedy such breach within 28 days of receipt of written notice
specifying the breach and requiring it to be remedied;
11.1.3there is a material change in the ownership or control of
you; or
11.1.4
you are wound up or become insolvent or have a receiver or
administrative receiver appointed or suffer the appointment or the
presentation of a petition for the appointment of an administration
or any equivalent or analogous event occurs in any other
jurisdiction.
11.2
The termination of the Contract (howsoever arising) will be without
prejudice to any rights and remedies which may have accrued to
either party.
11.3
Any Conditions which impliedly have effect after termination or
expiry will continue to be enforceable notwithstanding termination
or expiry.
12. force majeure
We will not be liable to you or be deemed to be in breach of
these Conditions by reason of any delay in performing or failure to
perform any of its obligations under these Conditions if such delay
or failure was beyond our reasonable control including, without
limitation, fire, flood, strike or other industrial action of
whatever nature. If we are unable to perform our obligations
under these Conditions we will promptly notify you of the nature
and extent of the circumstances in question.
13. GENERAL
13.1 You not without our
prior written consent assign or transfer the Contract or any part
of it to any other person.
13.2 We may without your
prior written consent assign, transfer or subcontract the Contract
or any part of it to any other person.
13.3 Each of rights or
remedies under these Conditions are without prejudice to any other
right or remedy which we may have under these Conditions or
otherwise.
13.4 Any notice or other
document to be served under the Contract must be in writing and may
be delivered or sent by prepaid first class post or facsimile
transmission. Any notice or document shall be deemed served,
if delivered at the time of delivery, if posted, 48 hours after
posting and if sent by facsimile transmission, at the time of
transmission.
13.5 If any provision of the
Contract is found by any court, tribunal or administrative body of
competent jurisdiction to be wholly or partly illegal, invalid,
void, unenforceable or unreasonable it will, to the extent of such
illegality, invalidity, voidness, unenforceability or
unreasonableness, be deemed severable and the remaining provisions
of the Contract and the remainder of such provision shall continue
in full force and effect.
13.6 Failure or delay by
either party in exercising any right or remedy provided by the
Contract or by law will not be construed as a waiver of such right
or remedy or a waiver of any other right or remedy.
13.7 A person who is not a
party to the Contract will have no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of the
Contract.
13.8 The Contract will
be governed by English law and the parties submit to the exclusive
jurisdiction of the English courts.