Terms and Conditions of Trade (“Terms”)

1.1 These Terms supersede any terms, conditions, waivers or provisos appearing on the Client's purchase order, project instructions or other documentation.

1.2 All services provided by MABSA are carried out in good faith and to a high professional standard.

1.3 The Client agrees that it will not use any antibody supplied under the services in humans.

1.4 In the event that antibodies are to be used in animals, the Client agrees to ensure that a valid animal ethics permit regarding such use is in force.

2.1 Prices are based on the description of the services as detailed in the Project Brief provided by the Client. Prices remain current for 90 days from the date of the quotation.

2.2 All prices are exclusive of goods and services tax and quoted in Australian dollars unless otherwise stated. Goods and services tax where applicable will be charged at the appropriate rate ruling at the date of invoice. The cost of any shipment, packing and packaging materials used in relation to the goods shall be at the Client’s expense.

2.3 Trading terms are strictly 30 days from date of invoice (with prepayment or deposit as agreed).

2.4 If the Client commits any acts of insolvency, all money due and owing by it to MABSA, whether by way of credit or otherwise, will become due and payable immediately. If any cheque issued by the Client in payment for the goods and services is dishonoured, MABSA may refuse any further goods or services, until satisfactory payment is received in full. The Client will reimburse MABSA for any charges in respect of dishonoured cheques. Without prejudice to any other right or remedy, MABSA reserves the right to suspend, with or without notice, any deliveries of goods if any payment due by the Client to MABSA is unpaid and to charge interest on all outstanding money due to MABSA on daily balances until paid at the rate of 13% per annum from the due date for payment.

2.5 Unless otherwise agreed with the Client, invoices will be forwarded to the Client at completion of each stage of the project and delivery of the goods or services.

2.6 If a project is suspended or terminated the Client will be responsible for payment of all work in progress and out of pocket expenses including commitments entered into on behalf of the Client incurred to the date of termination or suspension as the case may be.

4.1 All clones, hybridomas and antibodies produced by MABSA from antigens provided by the Client for use in the Services remain the exclusive property of the Client.

4.2 Title of the goods shall not pass to the Client until payment in full is received by MABSA.

9.1 All property belonging to the Client and supplied to MABSA by or on behalf of the Client (including goods in transit, materials originating at MABSA) will be held at the Client's risk. MABSA accepts no liability for loss or damage to such property. The Client will indemnify MABSA for any damages, costs, or losses to the Client's property or to property, materials and goods obtained temporarily or permanently for the Client for the execution of the Client's project.

9.2 Any cell lines owned by the Client and held in long term storage by MABSA for and on behalf of the Client as part of the Services will be held at the Client’s risk. While MABSA will use all reasonable efforts to ensure the safety of the cell lines while in the possession of MABSA, MABSA accepts no liability for loss or damage to such cell lines.

10.1 The Client agrees and acknowledges that it is responsible for ensuring that the use of all materials provided by MABSA do not infringe any existing intellectual property rights of a third party and releases and indemnifies MABSA from any damages, costs, or losses arising from the infringement by the Client of the intellectual property rights of a third party.

10.2 MABSA expressly excludes liability arising from:

1. the antigen being unsuitable for use by the Client; or
2. the inability to establish a suitable screening assay; or
3. the antibody not having the preferred characteristics and specificity; or
4. the end use of any antibody by the Client including their use in diagnostic assays.

10.3 MABSA does not give any warranty nor accept any liability in relation to the services except to the extent, if any, required by law or as specifically provided for in these Terms. If apart from this clause, any warranty or condition would be implied whether by law, custom or otherwise, that warranty or condition is to the fullest extent permitted by law hereby excluded. With respect to any non-excludable implied warranty or condition, MABSA’s liability for breach thereof is limited in the sole discretion of MABSA to:

1. the replacement or repair of goods
2. the re-supply of Services
3. refund of the price paid for the services.

10.4 Nothing in this Agreement will be read or applied so as to purport to exclude, restrict or modify, or have the effect of excluding, restricting or modifying, the application of any applicable State or Territory law, which by law cannot be excluded, restricted or modified.

10.5 The Client will at all times indemnify MABSA and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:

1. breach by the Client of its obligations under this Agreement; or
2. any wilful, unlawful or negligent or omission of the Client.

12.1 The services may be terminated by either party upon 14 days written notice to the other party. The Client will remain liable after termination for payment of all costs incurred or committed by MABSA to the date of cancellation and for legal, accounting and collection fees associated with the collection of outstanding amounts owing under these Terms until all amounts are paid.

12.2 Either party may terminate the services without further notice if the other party fails to satisfy any of its obligations under these Terms and fails to remedy the failure within 30 days of written notice specifying the failure to be remedied.

12.3 MABSA will be entitled to terminate the services by written notice of termination to the Client if:

1. the Client becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
2. the Client, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
3. the Client, being a natural person, dies; or
4. the Client ceases or threatens to cease conducting its business in the normal manner.

12.4 If notice is given by the Client pursuant to subclause 12.2 or subclause 12.3, MABSA may, in addition to termination of the project:

1. retain any moneys paid;
2. charge a reasonable sum for work performed and expenses incurred in respect of which no sum has been previously charged;
3. be regarded as discharged from any further obligations under this Agreement; or
4. pursue any additional or alternative remedies provided by law.

12.5 Termination of this project by either party will be without prejudice to any claim which either party may have against the other in respect of any breach of the terms of these Terms which occurred prior to the date of termination.