Custom Services Terms and Conditions

These terms and conditions govern the providing of protein and antibody production and other services ("Services") by GenWay Biotech, Inc. ("GenWay") for you (the "Client"). Performance of any Services does not constitute GenWay's acceptance of any new or different terms, including pre-printed terms on Client's purchase order.

GenWay is a protein and antibody solutions provider. We provide services to produce recombinant proteins, IgY and IgG antibodies, immunoaffinity partitioning services, immunoassays, and kit development. Detailed service packages are described online at www.genwaybio.com.

GenWay holds the receipt of all Client material and information in strict confidence. GenWay reserves the right to archive excess material produced in conjunction with a sales order. Unless we are asked to archive original materials provided by the Client, biomaterial may be destroyed after 60 days from order completion.

The privacy and security of your personal information is very important to us. We do not sell your personal information to third parties for any reason. We do not disclose your personal information to unaffiliated third parties who may want to offer you their own products and services unless you have requested or authorized us to do so. We may share your personal information with third parties or affiliates where it is necessary for us to provide you with the services you have requested, collect payment, or do something that you have asked us to do.

Title to any intellectual property, data or information owned, developed, conceived or reduced to practice or that result from or could be anticipated by the Services will be the property of Client. All improvements in or additions to the manner in which GenWay provides Services will belong exclusively to GenWay.

Client will submit all specimens or materials for analysis, including serum, plasma or tissue samples ("Specimens") in compliance with applicable import, export, customs and other laws and regulations. CLIENT SHALL NOT SUBMIT SPECIMENS THAT ARE RADIOACTIVE, THAT CONTAIN LIVE BIOLOGICAL AGENTS OR THAT OTHERWISE PRESENT ANY HEALTH OR ENVIRON-MENTAL RISKS OR WHICH COULD CAUSE DIRECT OR INDIRECT DAMAGE OR HARM TO GENWAY PERSONNEL OR PROPERTY. 

Any claims for credit or return goods requests must be made within 10 days of receipt. GenWay will not accept returned products without prior authorization. To obtain return goods instructions, please contact your GenWay representative.

If an error by GenWay results in a shipment of an incorrect order, GenWay will, at its option, either ship a replacement order at no charge or will credit Client's account for the original product shipped in error. If an error by Client results in the shipment of an incorrect order and is reported to GenWay within 10 days, Client may obtain returned goods authorization and return the product(s) for partial credit. Full credit cannot be issued for returned goods as all products are perishable and the quality of returned goods may have been compromised. Goods returned in the same condition as sent to the customer must first be authorized by GenWay and are subject to a 25% restocking fee.

By choosing to use GenWay's services, you (the "Client") agree to the following terms and conditions:

THE BIOLOGICAL MATERIALS PRODUCED BY GENWAY ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED TO CLIENT "AS IS" WITHOUT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED AND WITHOUT ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE BIOLOGICAL MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHT OF ANY PARTY.

"Biological Materials" means all Client original materials, and materials that have been processed by GenWay including samples of DNA, blood (sera or plasma), proteins and tissues, as well as the resulting antibodies, recombinant proteins, partitioned blood proteins, kits and catalog items.

Client shall indemnify and hold harmless GenWay and its employees, agents, contractors and consultants from any liabilities, damages or claims, including costs and attorney fees, arising out of Client's breach of these terms or any claims of infringement of third party intellectual property rights related to the Specimens submitted by Client.

GenWay will perform all services in a professional and workman-like manner. GenWay will endeavor to perform all services within the time period quoted but will not be liable for failure to meet such period. Client understands that GenWay cannot guarantee that all Biological Material supplied by GenWay will work well in Client's laboratory conditions. GenWay will use reasonable means to ensure high quality of material or the expected result by appropriate Quality Control testing. Client understands that GenWay cannot guarantee results of a particular service item.

In no event will GenWay be liable for any use of the Biological Materials by Client or for any loss, claim, damage, or liability, of any kind or nature, including any claim for consequential damages, which may arise from or in connection with the Agreement or the use, handling or storage of the Biological Materials. Client acknowledges that material provided by GenWay is for Research Use Only, and is not for clinical or human use.

Except where precluded by Federal law and to the extent allowed by applicable State law, Client agrees to defend, indemnify, and hold GenWay, its officers, directors, employees, affiliates, and agents harmless from any claim, damage, or liability of any kind which may arise from or be connected with any use, handling, or storage of the Biological Materials except to the extent such occurrence arises from the gross negligence or willful misconduct on the part of GenWay. 

Prices are subject to change without notice. Payment terms are Net 30 days from date of invoice. All prices are in US dollars. Client is responsible for wire transfer fees. Checks must be drawn on a US bank. GenWay may assess late payment charges on amounts not paid within thirty (30) days of the invoice date at the maximum rate allowed by law or 1-1/2% per month, whichever is less. All prices are exclusive of taxes, shipping and handling.

International Clients are responsible for relative government fees and taxes including but not limited to Value Added Taxes (VAT) on imported material. VAT exemption numbers must be supplied at time of order in order to be applied.

These terms and conditions constitute the entire agreement of the parties with respect to the Services and can be modified only by a written instrument signed by a GenWay officer.