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GMP-Creative Biolabs, One-stop, Full cGMP Service, Fasten Your Process to Cinical and Market

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USA
45-1 Ramsey Road, Shirley, NY 11967, USA
Tel: 1-631-871-5806
Fax: 1-631-207-8356
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Terms of Service


TERMS AND CONDITIONS FOR PROVISION OF SERVICES

1. Project Lifecycle Management Process. For each project, one senior project manager will talk with Client first. Based on the full discussion, this manager will provide a quote with tailored protocol. After that, we may revise the quote according to the Client's new specifications. A quote from CD Inc. and accepted by the Client will serve as a services agreement. After that, the project is passed on to an experienced project manager and his team. Bi-weekly reports or monthly reports are generated by the project manager and sent to the Client. Usually the protocol indicated in the approved quote is strictly followed; in case there is an issue, our project manager will talk with the Client and try to have a resolution. Sometime, an interim report is sent to a Client. Upon completion of a project, a final report with technical details, e.g. DNA Sequencing data, Protein SDS-Page Image… is generated by the assigned project manager. The final report together with any material products are sent to the Client.

2. Standard of Performance. All Services will be performed using due care in accordance with (a) the Services agreement [the quote] and (b) generally prevailing industry standards applicable to such Services. A good faith effort to start and complete all Services on time will be made, and the Client will be notified if CD Inc. determines that there are likely substantial delays. CD Inc. expressively guarantees to perform all its procedures with professional diligence, and strives to perform quality work acceptable to all its Clients. Should quote proposal and study scope not align with Client's expectations, it is the Client's responsibility to notify CD Inc. in writing of any changes to this proposal prior to initiation of the project. CD Inc. is only responsible for performing services as outlined in this quote, unless other agreed upon in writing by CD Inc. and Client.

3. Risk Share. CD Inc. indicates the risk [also the non-refundable fees] in the approved quote clearly. Due to the business nature of custom services, CD Inc. pays greater attention on continuous communication with Clients. CD Inc. writes down everything in the quote, including protocol, options and costs at each step of a project. The next step is almost always determined by the achievement of the first step. CD Inc. communicates with Clients in a timely manner to decide which option should be taken as the next step. It is at CD Inc.'s discretion when a project should be stopped due to a failure and what non-refundable fees should be charged.

4. Limited Warranty. The Services Agreement is a contract for services only. CD Inc.'s sole warranty with respect to the Services is that CD Inc. will perform all Services in accordance with the standard of performance set forth above. Client shall notify CD Inc. in writing of any claim for a breach of such warranty by CD Inc. within one month after delivery by CD Inc. of the last-to-deliver Deliverable relating to such Services. The sole remedy of Client for breach of such warranty shall be to require CD Inc. to re-perform the Services (or such portion thereof as may reasonably be required to be re-performed), and, in such event CD Inc. shall diligently pursue the re-performance of the Services or portions thereof until completion, or, if CD Inc. cannot re-perform the Services (or such portion) in accordance with this limited warranty, then it shall refund amounts paid by the Client for the applicable Service giving rise to the breach of warranty. CD Inc. makes no expressed or implied warranties for the results that are to be obtained unless there is an instrument malfunction, a technician error, or some fault directly attributable to CD Inc.. CD Inc. will not be held liable for results obtained with Client's samples.

5. Payments. Usually a non-refundable upfront payment is required to commence a project. Invoices will be sent to Client before initiation of each Phase of a project. The invoiced fee should be paid at the initiation of each Phase. Invoice terms for balance payment are net 30 days. Occasionally, invoices may be sent to Client upon completion of the Services and delivery to Client of the applicable Deliverable(s). All payments due hereunder shall be made in the currency specified by CD Inc. in writing. Pricing and turnaround times are estimated based on information provided by Client and are subject to change. Payment in full is required for oversea projects unless previous arrangements are made with CD Inc.. If Client defaults in any payment when due, CD Inc., at its option and without prejudice to its other lawful remedies, may delay performance, defer delivery, charge interest on undisputed amounts owed, and/or terminate the Services Agreement [the quote]. If payment is not received by the due date, a service charge will be added at the rate of 1.5% per month (18% per year) or the maximum legal rate, whichever is less, to unpaid invoices from the due date hereof. If CD Inc. retains a collection agency and/or attorney to collect overdue amounts, all collection costs, including attorney's fees, shall be payable by Client. Client's acceptance of delivery of any Service based on this Quotation shall constitute a representation that Client is solvent.

6. Intellectual Property. Except as set forth otherwise in the quote, Client shall be the exclusive owner of, and CD Inc. hereby assigns to Client, all Client Materials, Data, inventions, improvements, designs, programs, formulas, know-how and writings supplied by Client and/or generated or discovered as a direct result of CD Inc.'s performance of the Services, whether or not copyrightable or patentable (collectively, the "Inventions"). CD Inc. waives all the rights to the intellectual property involved in this project.

7. Confidentiality. During performance of the Services and for 3 years thereafter, CD Inc. will treat all information related to this project 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 information for purposes of providing the Services; CD Inc. may disclose the information to its employees, consultants, or subcontractors, provided that such employees, consultants, or subcontractors are subject to a written agreement that includes confidentiality terms at least as restrictive as those specified herein. Any employee, consultant, or subcontractor who is given access to the information shall be informed by CD Inc. of these terms and conditions.

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