1. Contracting parties & responsibilities
RIC BV is an analytical service provider. RIC offers services in research, development, analysis, consultancy, support (including instrumentation) and training for applications within the pharmaceutical, biotechnological, chemical, food, environmental and petrochemical sector, amongst others.
“Materials” shall mean any intangible, tangible, biological, chemical or physical materials.
Client shall provide Service Provider with Materials required for the purpose of performing the Services. Transportation of Materials will be conducted by the Client at his own risk and expense.
The safety sheet of the Materials will be provided by the Client if required. The Client acknowledges that activities performed by the Service Provider may reveal the need for additional Materials (for example: removal of interfering agents, concentration or other) and will accommodate Materials requests accordingly.
2.3 Proper use
The Service Provider undertakes that it shall not:
*use the Materials other than for the purpose of performing the Services;
*make the Materials available to any third party, except for qualified sub-contractors;
*allow access to the Materials by any of its employees, students or agents except those who are directly involved in performing the Services; or
*make any commercial use of the Materials or any composition made using the Materials.
2.4 Storage of Materials
If Service Provider receives more than the quantity of Materials required to perform Services, Materials provided by the Client no longer required for a pending proposal shall be disposed of or, if requested, be returned to the Client at the Client’s expense. On Client’s request prolonged storage of the materials can be agreed upon. Additional costs for manipulation and storage will be charged to the Client.
3. Performance conditions
3.1 Protocols and methods
Finished protocols and methods are provided by the Client if applicable. When methods/protocols are changed in comparison with the by Service Provider obtained methods/protocols at the time of the proposal, prices will be reviewed and maybe adjusted. If changes are not included in a new version of the protocol or method, and the Client expects the Service Provider to follow these changes, the Service Provider will set up a system to handle accordingly. The extra hours performed, will be charged accordingly.
If reviewing or writing of protocols/methods is required, the Service Provider can support the Client at consultancy rate. Feedback on the (draft) protocol/Method from the Client has to be provided within 2 weeks and approval by the Client will be requested and the Client accepts all risks involved with the performance of the protocol/method.
Prices are valid for standard reporting of final results. Price setting for tailor-made reporting is available on request. Draft reports will be sent to Client for reviewing. Feedback from the Client has to be provided within 2 weeks. If multiple feedbacks or multiple revisions of the reports are requested, the Service Provider can support the Client at consultancy rate.
Manpower and equipment resources will be reserved by Service Provider in this timeframe, based on an average workload of 8 hours a day. Hours, which Service Provider will not be able to perform, due to delay or cancellation of samples or due to reprioritization of analyses sequence, will be charged according the applicable prices. In case additions to the work package proposed under Section 2 and 3 are requested (e.g. extra methods, extra samples, etc.) the prices and timelines will be reviewed and may be adjusted upon approval by the Client.
3.4 Lead time
To allow smooth sample reception, storage and planning, Service Provider requires Client to send a 5 day prior notice of sample delivery. Lead time will be agreed upon by the Client and included in section 2 and 3. In case of changed number of samples or reprioritisation of analyses, lead times may be adjusted and will be discussed with the Client.
Consultancy activities not included in this quote (e.g. extended data interpretation, defining next steps of the Client’s experimental design) will be discussed with and approved by the Client.
4. Obligation of means
The Service Provider shall carry out all orders received to the best of its knowledge and ability, prudently and according to the rules of the trade, however without guaranteeing that by executing the order the desired result shall be achieved (regardless whether the proposal or the request for a proposal included a description of the desired result).
5. Unexpected issues
Should any technical difficulties arise during analysis which could not have been foreseen earlier and which will result in a time and/or cost increase, the Client and Service Provider will jointly agree a resolution on the issue.
6. Intellectual property and ownership
Nothing in this Agreement shall affect a Party’s rights to its Background Intellectual Property (IP), being the Intellectual Property generated before the service collaboration, nor imply grant of any license to a Party’s Background IP unless expressly set forth herein.
Service Provider agrees that:
*all data, materials and reports, and all rights therein (the “Project Results”); and
*all Intellectual Property Rights (the “Project IP”);
conceived, created, developed and or otherwise invented as a result of performing the Services shall be owned exclusively by the Client.
Service Provider shall, promptly disclose all Project Results and Project IP to the Client and provide copies of all documents relating to the same to at its request at any time during or after request at any time during or after the term.
7. Force majeure
The Service Provider shall not be liable or deemed for failure to perform any order, where this failure has been occasioned by fire, strike, raw material market shortage and inevitable accidents or any other cause outside the reasonable control of the Service Provider.
The Client shall defend, indemnify and hold the Service Provider harmless from and against all Third Party claims and will indemnify the Service Provider for all direct damages, costs and expenses related thereto, arising out of or resulting from any action attributable to Client failure to comply with its obligations under this Agreement or breach of any warranty made hereunder.
Client shall not be liable to indemnify and hold harmless the Service Provider to the extent that claims arise out of the negligence or willful misconduct of the Service Provider.
The Service Provider shall maintain insurance cover consistent with the normal business practices limited to the amount mentioned in the insurance contract and, upon request, provide the Client with certificates of insurance attesting to the existence of such insurance.
9. Payment terms & conditions
Payment conditions: 30 days end of month. VAT (value added tax) is not included.