Terms and Conditions of Supply
Terms and Conditions of Supply of Products from the Health Protection Agency Culture Collections (HPACC)
FOR THE PURPOSES OF THESE TERMS AND CONDITIONS:
“HPACC” shall mean the Health Protection Agency acting through its operating division the Health Protection Agency Culture Collections;
“Materials” shall mean any culture, microorganism or their derivatives listed on the HPACC website or in any published catalogue or brochure.
“Product” shall mean any or all of Materials or Services supplied by HPACC.
“Recipient” shall mean an individual authorised employee of the Employer.
“Employer” shall mean the employer of the Recipient.
“Services” shall mean any Service listed on the HPACC website or in any published catalogue or brochure.
“Third Party” shall mean any third party not bound by these terms and conditions.
1. The Recipient hereby confirms that he/she is authorised to receive the Product(s) for and on behalf of the Employer and has sufficient authority to bind the Employer to these standard terms and conditions.
2. The Recipient shall use the Products, and any progeny, derivatives or products thereof (collectively 'Derivatives') for research purposes only with the exception of the Recipient’s use of NCTC LENTICULE discs provided that they only be used in laboratory testing procedures. Notwithstanding the foregoing, in no event shall the Products or Derivatives be directly or indirectly applied to human subjects.
3. Unless otherwise agreed by HPACC, the Products and Derivatives shall not be incorporated into any service or product for sale, or utilised in the commercial provision or production of any service or product for sale. For the sake of clarification genomic or plasmid nucleic acids from all of HPACC’s cultures or microorganisms shall be included as Derivatives.
4. The Recipient, or any representative of the Employer, shall not distribute the Product(s) or Derivatives to any external organization or to any third party. The Employer shall not distribute the Product(s) or Derivatives to any affiliated or associated organization without HPACC's prior written consent.
5. HPACC is the rightful owner or custodian of the Products and Derivatives and all intellectual property rights subsisting therein, shall rest in HPACC or its third party depositor. No licence is granted to the Recipient or the Employer, except that specified in clause 2.
6. HPACC warrants that all Products supplied conform in all material respects with their specification as set out by HPACC. If HPACC receives written notice from the Recipient of any breach of this warranty within thirty (30) days of receipt of the Product by the Recipient or, in the case of non-delivery of Product, within thirty (30) days of the agreed scheduled date of delivery, then HPACC shall, at its sole discretion, replace any Products found to be in material non-conformity with their specification or refund the cost of such Products to the Recipient. This warranty is only valid if the Recipient ensures that the Product has been stored or processed according to the specifications detailed on the data sheet provided with the product. The Recipient hereby agrees to the method of shipment and associated conditions of shipment for each specific Product and specified Incoterms as outlined on the HPACC website at the time of placing the order.
7. Written cancellation of orders prior to goods being shipped are accepted. Such orders will incur a cancellation fee of £60. Due to the nature of the products HPACC is unable to accept returns for the majority of its products. Returns can only be made by prior written agreement and will be subject to a restocking fee of 15% of the value of the goods (minimum fee of £60). Any retrospective claims for VAT exemption or amendments to invoices will incur a £60 charge.
8. HPACC shall have no liability to the Recipient or the Employer in the event that the Products and/or Derivatives infringe any intellectual property right of a Third Party and all warranties relating thereto whether expressed or implied, by statute or at common law, are hereby excluded.
9. The Recipient shall indemnify HPACC and its directors, officers, representatives and agents as well as the original depositors of the Products with HPACC, against all loss, actions, costs, claims, demands, expenses and liabilities which HPACC or the said depositors may incur, either at common law or by statute, in respect of death or personal injury or in respect of any loss or destruction of or damage to property (except to the extent that the foregoing is as a result of any negligence on the part of HPACC) which occurs in connection with the Recipient's use of the Products and/or Derivatives (or that of the Employer, where the Recipient is an individual).
10. The Recipient shall, prior to receipt of the Products, ensure compliance with all national regulations for the import and storage of the Products and shall indemnify and hold HPACC harmless from any non-compliance with such regulations.
11. The Recipient warrants that it is capable and qualified to safely handle and store the Material and to safeguard it from theft and misuse. This includes provision of appropriate containment for its safe handling, as determined by any risks known to be associated with the Material.
12. The Recipient acknowledges that Material can potentially harbour infectious agents and assumes all risk and responsibility associated with the receipt, handling, storage, disposal, transfer and use of the Material and its Products, including taking appropriate safety precautions to minimise health or environmental risk in compliance with all applicable guidelines, laws and regulations.
13. The Recipient shall indemnify HPACC against any and all loss, actions, costs, claims, demands, expenses and liabilities incurred by HPACC and/or the aforesaid depositors, by reason of any breach of these terms and conditions.
14. In any publication making reference to the Products and/or Derivatives, due acknowledgement shall be given of the source of the Products (quoting HPACC's catalogue reference number) and that accurate reference is made to the work of the original depositor.
15. Payment of invoices shall (unless otherwise specified in the HPACC's order acknowledgement) be made in sterling (British pounds) and made in full within thirty (30) days of the invoice date and time of payment shall be of the essence.
16. These terms and conditions shall constitute a contract between HPACC and the Recipient which shall be governed by English law and all questions in any way affecting or arising out these terms and conditions shall be subject to the non-exclusive jurisdiction of the English courts to which the parties hereby submit, except that HPA may apply for interim relief in any court of competent jurisdiction. These terms and conditions may be changed by HPACC without notice at any time.
17. In addition to these terms and conditions, HPACC may impose further terms and conditions upon the supply of a particular Product. Should HPACC seek to do so, HPACC shall provide the Recipient with details of these additional terms and conditions either upon request for, or receipt of, an order from the Recipient. Such additional terms and conditions shall, upon acceptance by the Recipient, and in addition to those terms and conditions set out above, be deemed to be incorporated into the relevant supply contract.
18. This version of the HPACC Terms and Conditions of Supply replaces all previous versions.
Effective from 2 November 2009
Please also read: CONDITIONS OF SUPPLY OF NCTC, NCPF AND NCPV CULTURES: SAFETY
