STANDARD TERMS FOR PROCESSING SAMPLES
UNIVERSITY OF CAMBRIDGE (“University”)
Samples for processing are only accepted on the terms set out below. Each time you send samples for processing to the Crystallographic X-ray Facility you indicate your agreement to a contract on these terms. If you do not wish to abide by these terms, do not send samples for processing.
1. You shall advise the Crystallographic X-ray Facility of any health and safety hazards and any special handling or storage requirements.
2. The service is provided on a cost recovery basis, using spare capacity. The University will use reasonable care and skill and good industry practice. Time shall not be of the essence of this Agreement. Surplus material is normally destroyed but will be returned if requested in the application for sample processing and upon payment of all transport and handling charges. The University shall not be responsible for any hacking into results files held electronically by the Crystallographic X-ray Facility or interception of any electronic transfers of data between the Crystallographic X-ray Facility and you.
3. The applicable fee for the service is that stated in the quotation, when samples are sent for processing. Payment, together with VAT thereon, is due within 30 days of the date of the University’s invoice. Interest is payable from the due date until payment at the higher of 4% per annum above Barclays Bank plc base rate for the time being and the rate applying under the Late Payment of Commercial Debts (Interest) Act 1998.
4. The University will not disclose the samples, any accompanying written information marked confidential or results of the samples analysis to any person other than its employees who need to deal with them in order to provide the service. They will be made aware of the need to keep them confidential. Confidentiality obligations do not apply to samples or information which are in or become part of the public domain in a lawful manner.
5. No representation or warranty, express or implied, statutory or otherwise, regarding the Service is given and all such representations and warranties are excluded to the maximum extent permitted by law.
6. Nothing in this contract excludes or restricts liability for any fraudulent misrepresentation or death or personal injury caused by negligence.
7. Subject to paragraph 6 and 8, any liability of the University or its employees for direct loss in contract, tort or otherwise arising out of in connection with this contract is limited for one incident or a series of incidents to the total amount of the fee actually received by the University from you for the service provided under this contract.
8. Subject to paragraph 6, in no circumstances will the University or its employees be liable for any loss of profits, revenue, goodwill, business opportunity or any indirect, consequential, financial or economic loss or damage, costs or expenses whether in contract, tort, negligence, breach of statutory duty or otherwise whatsoever or howsoever arising out of or in connection with this contract.
9. You shall indemnify the University and its employees in full against all direct, indirect, incidental, consequential or special liability, loss, damages, costs or expenses, which are awarded or incurred by them as a result of any claim or threatened claim arising out of or in connection with your use of the results provided through the service.
10. This contract shall be governed by the laws of England and Wales and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.
11. All samples and service analysis results, including all intellectual property rights in them, shall remain your property subject to a free, non-exclusive, non sub-licensable licence to us to use the samples and results for the sole purpose of providing the service to you.