1. GENERAL
KamTek, Inc. ("KTI") hereby offers for sale to the Buyer/Depositor named on the face hereof("Buyer/Depositor") the services/custom products listed on the face hereof (the "Services") on the express condition that Buyer/Depositor agrees to accept and be bound by the terms and conditions set forth herein.
KTI's commencement of the services provided, or Buyer/Depositor's receipt of Products hereunder will constitute Buyer/Depositor's acceptance of this Agreement. This is the complete and exclusive statement of the contract between KTI and Buyer/Depositor with respect to Buyer/Depositor's purchase of the Products. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed by KTI and Buyer/Depositor. KTI's failure to object to terms contained in any subsequent communication from Buyer/Depositor will not be a waiver or modification of the terms set forth herein.
2. TERMS AND CONDITIONS FOR KAMTEK SERVICES
In consideration of providing storage and monitoring services for cryo-preserved biospecimens at KTI’s Biorepository facility, it is recognized that:
All rights of ownership over the specimens and all intellectual property rights subsisting therein shall rest with the Buyer/Depositor of specimens. KTI will store and process biospecimens for the Buyer/Depositor organization for a mutually designated and agreed upon period and send back to the organization or allow picking up of specimens by designated individual(s) only upon written request from the Buyer/Depositor organization on its letterhead and to no other destination or individual respectively.
The Buyer/Depositor will be responsible for viability of biospecimens upon arrival at KTI since it has no way of affirming that in the first place. It is understood that specimens were cryo-preserved in good desirable conditions by the Buyer/Depositor and all precautions were taken to assure maintenance of required low temperature during transport to KTI. KTI will use its standard procedures for safe storage and handling of specimens after arrival at its facility.
KTI will provide best effort and utmost diligence to protect what the Buyer/Depositor always considers precious and will send back or to a third party under the ultra-low temperature conditions only upon written request from the Buyer/Depositor’s organization. The cost for shipments or local transport involving safe withdrawal of specimens, packaging materials, packaging process and shipments according to IATA and DOT regulations will be borne by the Buyer/Depositor.
3. PRICE
All prices quoted by KTI or KTI's representatives are valid for sixty (60) days, unless otherwise stated in writing. All prices for the Services/ Products will be as specified by KTI or, if no price has been specified or quoted, will be KTI's price in effect at the time of service. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms or conditions which are not part of KTI's original price quotation. Purchase order or credit card is required before scheduling services. No work will be performed without a purchase order number or credit card on file. All new accounts require credit card payment up front and/or 3 credit references before open credit is allowed.
4. TERMS OF PAYMENT
KTI may invoice Buyer/Depositor upon completion of services or shipment of product for the price and all other charges payable by Buyer/Depositor in accordance with the terms on the face hereof. If no payment terms are stated on the face hereof, payment shall be net thirty (30) days from the date of invoice. If Buyer/Depositor fails to pay any amounts when due, Buyer/Depositor shall pay KTI interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted bylaw), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by KTI in collecting such overdue amounts or otherwise enforcing KTI's rights hereunder. KTI reserves the right to require from Buyer/Depositor full or partial payment in advance, or other security that is satisfactory to KTI, at any time that KTI believes in good faith that Buyer/Depositor's financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars.
5. SPECIMEN DISPOSAL DUE TO NON-PAYMENT
In the event of non-payment exceeding 60 days, KamTek, Inc. reserves the right to dispose of stored biospecimens following a 15-day written notice via email. Buyer/Depositor shall remain liable for disposal costs and any past due balances.
6. CANCELLATION POLICY
If Buyer/Depositor cancels purchase order after materials have been ordered or a validation service has been scheduled, there will be cancellation charge. All cancellations must be made during normal business hours, Monday-Friday, excluding any holidays, and must be made within 24 hours at a minimum. The pricing in this proposal is for unit(s) described on the face hereof and respective quantities identified. Adding or subtracting units from those specified in this proposal will result in price adjustments.
7. INDEMNIFICATION
KTI shall have no liability to the Buyer/Depositor in the event that the specimens came compromised (for which KTI has no means of evaluating) or due to unavoidable circumstances such as acts of Mother Nature. The Buyer/Depositor shall indemnify KTI against all loss, actions, costs, claims, demands, expenses and liabilities which the Buyer/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 KTI)which occurs in connection with the Buyer/Depositor’s use of the biospecimens.
8. LIMITATION OF LIABILITY
Notwithstanding anything to the contrary contained herein, the liability of KTI under these terms and conditions (whether by reason of breach of contract, tort, indemnification) shall not exceed an amount equal to the lesser of (a) the total purchase price theretofore paid by buyer/depositor to KTI with respect to the services/ custom product(s) giving rise to such liability or (b) one thousand dollars ($1,000). notwithstanding anything to the contrary contained herein, in no event shall KTI be liable for any indirect, special, consequential or incidental damages (including without limitation damages for loss of use of facilities or equipment, loss of revenue, loss of data, loss of profits or loss of goodwill), regardless of whether KTI(a) has been informed of the possibility of such damages or (b) is negligent. KamTek is not liable in any manner whatsoever for complete or partial loss or damage of materials during shipment or transportation as a part of any contract.
9. CONFIDENTIALITY
KTI shall maintain the confidentiality of all non-public Buyer/Depositor information and shall not disclose it to third parties without written consent, unless required by law.
10. NOTICES
All notices required or permitted under this agreement shall be in writing and shall be deemed delivered when delivered in person or through email at accounting@kamtekinc.com or deposited in United States mail, postage paid, addressed as follows:
KamTek, Inc., 4851 International Blvd, Suite 102, Frederick MD 21703
Either party may change such addresses from time to time by providing written notice in the manner set forth above.
11. FORCE MAJEURE
KTI shall not be liable for failure to perform due to circumstances beyond its control, including but not limited to natural disasters, government actions, cyberattacks, power outages, or labor strikes.
12. DATARETENTION & RECORD OWNERSHIP
All inventory data and manifest records created as part of the services shall remain accessible to the Buyer/Depositor. Upon termination of services, Buyer/Depositor may request data export. KTI may retain records for compliance and audit purposes.
13. ENTIREAGREEMENT
This agreement contains the entire agreement and there are no other promises or conditions in any other agreement oral or written. This agreement supersedes any prior written or oral agreement.
14. AMENDMENTS
This entire agreement will continue to remain in effect as of the date of quotation unless any part is amended or modified inwriting and is signed by both parties.
15. SEVERABILITY
If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
16. APPLICABLELAW
The above terms and conditions shall constitute a contract between KTI, and the Buyer/Depositor (organization or individual) made in Maryland and governed by the State of Maryland law. In addition to the above terms and conditions, KTI may impose further terms and conditions for storage of certain types of specimens. Should KTI seek to do so, KTI shall provide the Buyer/Depositor with details of these additional terms and conditions either upon request or, or receipt of an order from the Buyer/Depositor. Such additional terms and conditions shall, upon acceptance by the Buyer/Depositor, and in addition to those terms and conditions set out above, be deemed to be incorporated into the relevant service contract.
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