Terms & Conditions

PackGene Biotech Inc. and its subsidiaries and affiliates (individually and collectively “PackGene”) are providing custom or contract research services in life sciences industry. This Standard Service Agreement and any schedule(s), attachment(s) and exhibit(s) agreed and executed by PackGene and service purchaser (“Service Agreement”) shall govern the provision of all custom/contract research services (“Services”) by PackGene to service purchaser. Service purchaser is hereby referred to as “Client”. PackGene and Client are hereby collectively referred to as “Parties”.

Unless acknowledged and signed by PackGene in writing, any additions or alterations by Client shall not bind PackGene. PackGene’s failure to object to any amendments, alterations, additions or proposals contained in any work order or other form or document from Client shall not be construed as a waiver of the Service Agreement nor an acceptance of any such amendments, alterations, additions or proposals.

A detailed scope of work (“Scope”) shall be provided by Client. The scope of work shall specify the details of the work, the design, information desired, data and materials to be provided by Client, required completion time and all other matters relating to the completion of the Agreement. The submission of Scope executed by Client in writing shall be deemed as an offer and assent to the terms of the Standard Service Agreement. The acceptance occurs upon the execution and acknowledgement of the Scope by PackGene in writing.

Changes to the Scope or Services must be agreed upon and authorized by representatives of PackGene and Client in writing. If such changes result in an increase in the cost and labor of the Services or affect the projected date of completion of the Services (or portions thereof), the compensation for the Services and/or completion date(s) shall be adjusted to a degree commensurate with such changes agreed upon by PackGene and Client in writing. Cancellation of Services in progress will result in a partial charge commensurate with the percentage of work completed at the time of cancellation, in addition to any approved expenses beyond recall at the time of termination, which incurred prior to termination, and any other actual costs and charges incurred due to the early termination. PackGene has the right to terminate the Scope or Services without any liability to Client if no agreement could be reached regarding the changes and adjustment of compensation and costs by PackGene and Client in writing.

The Client shall pay PackGene for the Services within thirty (30) days from the date of the invoice(s), or, if applicable, according to the compensation rate and payment schedule as set forth in the quotation. Invoices shall be sent to Client upon completion of the Services and delivery of the applicable Deliverable(s) to Client, or, according to the compensation rate and payment schedule. If Client defaults in any payment when due, PackGene, at its option and without prejudice to its other lawful remedies, may delay performance, defer delivery, charge higher interest rate to the maximum amount allowed by law on undisputed amounts owed, and/or terminate the Services Service Agreement. All payments due hereunder shall be made in the currency specified by PackGene in writing in the Invoice.

Unless Parties agree in writing, Client will be responsible for any use tax, sales tax, excise tax, custom duty, inspection or testing fee, or any other taxes, fees, duties or charges imposed by any governmental authority, relating to or measured by the transaction, in addition to the prices quoted or invoiced in the Service Agreement. If PackGene is required to pay any such taxes, custom duties, fees or charges, Client shall reimburse PackGene thereof or provide PackGene an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed.

Client will provide PackGene with sufficient amount of its information and materials such as plasmids, samples, or other substances needed to complete the Services (“Client Materials”), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Materials needed by PackGene to complete the Services. PackGene will use Client Materials in accordance with the Service Agreement and only in the execution of Services for the benefit of the Client. Unless otherwise requested by the Client, upon completion of the Services any remaining Client Materials will be destroyed. PackGene will not transfer or provide Client Materials, in whole or in part, to any third party, other than a subcontractor, without the Client’s prior written approval. Client warrants that it has the appropriate right or license to the Client Materials for the purpose of this Agreement, and that PackGene’s use of such material for performance of the service in accordance with this Agreement shall not infringe the proprietary rights, including but not limited to the patent or trade secret rights, of any third party.

Client shall be the exclusive owner of and shall be entitled to all documentation, information, records, raw data, protocols, specimens or other work product supplied by Client and/or generated by PackGene as a direct result of execution of the Services (“Work Product”). PackGene’s method(s) or process (es) used in the execution of Services, laboratory notebooks or other records maintained with respect to the Services will be owned by PackGene. Upon completion of the Services PackGene will archive the work product for a period of one (1) year. The Work Product will be disposed and destroyed one (1) year after the completion of Services. In case Client intend to use the Work Product generated under the direct execution of the Services of PackGene for commercial purpose, Client shall take necessary actions to make sure it has the appropriate license for this purpose.

PackGene will treat all Data as proprietary and confidential and will not disclose the same to any person except its employees, consultants, and subcontractors to whom it is necessary to disclose the Data for purposes of providing the Services. If the disclosure is requested in any legal proceedings, PackGene will notify Client promptly prior to any disclosure to permit Client to oppose such disclosure by appropriate action. Client agrees to reimburse out-of-pocket costs and reasonable attorney’s fees if PackGene is obligated to testify or produce documents in any legal or administrative proceedings regarding the Services.

Breach and Remedy. The Service Agreement is a contract for Services only. PackGene’s sole warranty with respect to the Services is that PackGene will perform the Services in accordance with the standard of performance set forth above. Client shall notify PackGene in writing of any claim for a breach of such warranty within one (1) month after delivery by PackGene of the final Deliverable relating to such Services. The sole remedy to Client for breach of such warranty shall be to require PackGene to re-perform the Services. The limited warranties provided herein are in lieu of and exclude all other warranties, express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, use or, application, unless such other warranties are expressly agreed to in writing by PackGene under this service agreement. in the event that any provision hereof (or any part therein) should for any reason be held ineffective under applicable law, the remainder of the provision shall remain in full force and effect.

To the maximum extent permitted by applicable law, in no event shall PackGene (or its subsidiaries, affiliates, subcontractors, officers, directors, employees, or agents) be liable under any legal theory as a result of PackGene’s performance of the services for any indirect, special, incidental, consequential, or exemplary damages, including, without limitation, damages for loss of business, loss of profits, loss of customers, client or goodwill. to the maximum extent permitted by applicable law, PackGene’s aggregate liability, if any, for damages or otherwise, shall not exceed the purchase price received by PackGene from the client.

Client shall indemnify and hold harmless PackGene, its subsidiaries and affiliates, and their respective officers, directors, employees, and agents from and against any and all expenses, damages, costs, judgments, and losses arising from any Client’s product or service based in whole or in part on Deliverables delivered hereunder or any portion thereof.

PackGene may terminate the Service Agreement without any liability in the event that Client breaches or fails to comply with any material provision of the Service Agreement, and fails to remedy the breach or failure to the satisfaction of PackGene within fifteen (15) days of receiving written notice where the breach or failure is capable of being remedied.

Except with respect to the obligation to make payment, neither PackGene nor Client shall be responsible for failure or delay in performance of its obligations related to the Services due to causes beyond its reasonable control, including but not limited to, acts of God, governmental actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, or natural disasters.

PackGene provides clients with free consulting services including, but not limited to, design and digital assembly of sequence, choice of vector and cloning site, and help on choice of service packages. Client shall acknowledge and agree that these additional services are provided free of charge and are provided for informational purposes only. Client shall acknowledge that PackGene does not warrant or represent the accuracy or applicability of suggestions provided by PackGene customer service representatives as part of the free consulting services. Client shall agree that it remains Client’s responsibility to evaluate such suggestions before adopting them. Finally, by placing an order with PackGene, Client will be deemed to have read, understood, and agreed to the above Service Agreement.