“GemPharmatech”, “we”, “us” or “our” means GemPharmatech LLC, its parent company GemPharmatech Co., Ltd. and affiliates (herein "GemPharmatech"). “Recipient”, “customer”, “Buyer”, “you” or “your” means a customer who is a recipient of PRODUCT(S), MATERIAL(S), MOUSE MODEL(S), or SERVICE(S) provided by GemPharmatech including for-profit and not-for-profit entities and employees, agents, researchers or other users under the control or obligation to the recipient (herein "RECIPIENT") (each a "Party" and together the "Parties").
 

1. DEFINITIONS

1.1. “ORIGINAL MATERIAL(S): means the PRODUCT(S) that can include MOUSE MODEL(S) that is/are provided by GemPharmatech to the RECIPIENT. MOUSE MODEL(S) can be live animal(s) and/or frozen material(s).
1.2. “SERVICE(S)” means projects or services conducted by GemPharmatech for the RECIPIENT.
1.3. “PROGENY” is an unmodified descendant from the ORIGINAL MATERIAL, such as virus from virus, cell from cell, animal from animal, or organism from organism.
1.4. “UNMODIFIED DERIVATIVES” are substances created by the RECIPIENT which constitute an unmodified functional subunit or product derived from the ORIGINAL MATERIAL, such as subclones of unmodified cell lines; purified or fractionated subsets of the ORIGINAL MATERIAL; nucleic acids derived from the nucleic acid; proteins expressed by DNA/RNA supplied by the GemPharmatech, animals supplied from GemPharmatech; monoclonal antibodies secreted by a hybridoma cell line, or other materials or live animals derived from materials supplied from GemPharmatech.
1.5. “MATERIAL(S)” means the PRODUCT(S) including MOUSE MODEL(S), PROGENY and UNMODIFIED DERIVATIVES thereof.
1.6. “MODIFICATIONS” are materials made by the RECIPIENT which contain/incorporate the MATERIAL.
1.7. “COMMERCIAL USE” means the sale, license, lease, export, transfer or any usage of the ORIGINAL MATERIALS(S), PROGENY, UNMODIFIED DERIVATIVES, MODIFICATIONS or SERVICE(S) to a person or entity for financial gain or any other commercially-driven purposes including, but not limited to: (a) to sell or resell; (b) to provide a service, information or data to another person or entity for financial gain, or for clinical, diagnostic, therapeutic, prophylactic purposes; or (c) to produce or manufacture products for general sale or products for use in the manufacture of products ultimately intended for general sale.
 

2. USE OF MATERIAL

2.1. RECIPIENT shall use the MATERIAL for research purposes and in compliance with all laws and regulations applicable to such MATERIAL in the RECIPIENT's location. The MATERIAL being experimental in nature must not be used in humans, in clinical trials, for diagnosis or treatment involving human subjects or as food source for humans.
2.2. RECIPIENT may not utilize MATERIALS and/or MODIFICATIONS for COMMERCIAL USE. It is recognized by RECIPIENT that such COMMERCIAL USE will require a commercial license from GemPharmatech and that GemPharmatech has no obligation to grant a commercial license to its ownership interest in the MATERIALS and/or MODIFICATIONS.
 

3. FEES AND PAYMENT

3.1. The ORIGINAL MATERIAL will be supplied by GemPharmatech to RECIPIENT for the amount and in accordance with the payment terms.
 

4. DELIVERY AND ACCEPTANCE

4.1. ORIGINAL MATERIALS are delivered FCA (Incoterms 2020) to RECIPIENT's named location, and RECIPIENT shall pay all applicable container, packing, freight, insurance, and boarding fees, and also all customs, import, transaction, or other fees.
4.2. In order to assure animal welfare, GemPharmatech may occasionally reschedule shipments of MOUSE MODEL(S) due to extreme weather conditions. In such situations, GemPharmatech will contact RECIPIENT to inform them of the shipping embargo and discuss options to schedule a new shipment.
4.3. RECIPIENT’s acceptance of delivery of PRODUCT(S) or SERVICE(S) will be deemed agreement to these Terms and Conditions.
4.4. In the event of any rejection of a PRODUCT, MOUSE MODEL or SERVICE for a valid reason, RECIPIENT's sole remedy and GemPharmatech's exclusive liability shall be, at GemPharmatech's option, either the replacement of the rejected PRODUCT, MOUSE MODEL or SERVICE, or a refund of the fee paid for the PRODUCT, MOUSE MODEL or SERVICE.
 

5. INTELLECTUAL PROPERTY

5.1. GempharmatechTM and the Gempharmatech logo are trademarks of GemPharmatech.
5.2. PRODUCT(S), MOUSE MODEL(S), and any of its PROGENY, UNMODIFIED DERIVATIVES which, regarding the inherent intellectual property rights, is and remains the exclusive property of GemPharmatech.
5.3. GemPharmatech shall retain ownership of all rights, titles and interests in the PRODUCT(S), MOUSE MODEL(S), PROGENY, UNMODIFIED DERIVATIVES and all GemPharmatech rights contained in any MODIFICATIONS. If applicable, RECIPIENT may retain its rights contained in the MODIFICATIONS.
5.4. To the extent that GemPharmatech owns or controls patent rights or other intellectual property rights applicable to the PRODUCT(S) or SERVICE(S) or their intended use, those rights are licensed to RECIPIENT on a revokable, limited, non-exclusive and non-sublicensable base only for RECIPIENT’s use and only for the PRODUCTS purchased by RECIPIENT.
5.5. The supply of ORIGINAL MATERIAL and SERVICE does not constitute any express or implied license in the MATERIAL or SERVICE, their products and/or derivatives except as expressly set out in these Terms and Conditions.
 

6. PUBLICATIONS

6.1. The RECIPIENT shall have the right to publish its findings and results related to the MATERIAL, provided that in any kinds of its academic publications, the RECIPIENT shall make it clearly shown and provide appropriate acknowledgement that the MATERIAL is provided by GemPharmatech.
 

7. WARRANTIES AND LIABILITY

7.1. Any MATERIAL provided by GemPharmatech is understood to be experimental in nature. It may have hazardous properties. PRODUCT(S), MOUSE MODEL(S) AND SERVICES ARE PROVIDED "AS IS". GEMPHARMATECH EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO MODELS, PRODUCTS AND SERVICES. GEMPHARMATECH DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF PATENT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS.
7.2. GemPharmatech represents and warrants that at the time of delivery the ordered PRODUCT or MOUSE MODEL shall conform to the model number, genotype, and sex listed on the GemPharmatech packing list delivered with such PRODUCT or MOUSE MODEL
7.3. GemPharmatech is not responsible for the quality of the MATERIAL in the event that the RECIPIENT uses the MATERIAL NOT directly distributed from GemPharmatech or an authorized distributor of GemPharmatech.
7.4. GemPharmatech extends no warranty of any kind, either express, implied, or statutory with respect to MODIFICATIONS made by the RECIPIENT.
7.5. GemPharmatech warrants that it will perform each SERVICE in accordance with protocols or a Master Service Agreement (MSA) agreed by the RECIPIENT and GemPharmatech or if no protocols or MSA are specifically agreed upon then in accordance with GemPharmatech's standard protocols for the SERVICE being provided. In the event that RECIPIENT provides a valid reason for dissatisfaction, GemPharmatech will, at its discretion, either re-perform the SERVICE or refund the fee paid for the SERVICE, and this shall be only and exclusive remedy of RECIPIENT regarding the SERVICE.
7.6. In no event shall GemPharmatech be liable for any use by RECIPIENT of the MATERIAL or any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from or in connection with the use, handling or storage of the MATERIAL by RECIPIENT.
7.7. Except to the extent prohibited by applicable law, RECIPIENT assumes all and any liability for damages, which may arise from the use of the MATERIAL, its storage or disposal. The RECIPIENT shall hold harmless the GemPharmatech, its directors, officers, managers, employees, associates and researcher(s) for any loss, claim or demand, which could be raised by the RECIPIENT, or made against the RECIPIENT by any other party, due to, or arising from, the use, storage or disposal of the MATERIAL by the RECIPIENT, except to the extent caused by the gross negligence or willful misconduct of GemPharmatech.
7.8. RECIPIENT is solely responsible for compliance with all laws, statutes, ordinances and regulations applicable to use of the MATERIAL.

8. APPLICABLE LAWS

8.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without giving effect to the principles of conflict of law rules thereof. The RECIPIENT expressly consents to such jurisdiction.

9. BINDING AGREEMENT

9.1. Acceptance of delivery of PRODUCTS, MOUSE MODELS or SERVICES from GemPharmatech shall be deemed agreement to these Terms and Conditions. Unless agreed by GemPharmatech in writing, no purchase order or other document transmitted by RECIPIENT that may modify the Terms and Conditions hereof shall be in any way binding on GemPharmatech and the Terms and Conditions set forth herein, including any additional or special terms and conditions set forth separately in the webpage or product specification for a PRODUCT, a MOUSE MODEL or SERVICE shall govern the sale of the PRODUCT, MOUSE MODEL and SERVICE by GemPharmatech.

10. MISCELLANEOUS

10.1. No waiver by a Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth these Terms and Conditions, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
10.2. If any one or more provisions of these Terms and Conditions is held invalid, illegal or unenforceable in any respect by a court having competent jurisdiction, the validity, legality and enforceability of these Terms and Conditions and the remaining provisions contained herein shall not in any way be affected or impaired thereby, and the provision that is invalid, illegal or unenforceable shall be revised by the court to the least amount to achieve as nearly as possible the same effect as was originally intended by the Parties.
 
Version: Sept 2021