General Terms and Conditions of Sale

These General Terms and Conditions (“Terms”) describe the framework under which Analytical Biological Services, Inc., doing business as Cureline (“ABS”) provides products and services to its customers (“Customer”). These Terms apply to all sales orders, quotations, and services unless the parties have entered into a separate written Master Services Agreement (“MSA”). By placing or accepting an order, both parties agree to work together in accordance with these Terms.

1. Scope of Services and Changes

ABS will provide products and services as outlined in the applicable sales order or quotation (“Order”). If changes to the scope are requested after an Order is placed, the parties will work collaboratively to document those changes through a written change order. Customer will be responsible for payment of work performed up to the point of change, and ABS will proceed with the revised scope once both parties have agreed on the updated terms and pricing.

2. Regulatory Compliance and Permitted Use

All human biological specimens (“HBS”) provided by ABS are ethically sourced and supplied for non-clinical, in vitro research use only, in accordance with applicable laws and donor consent. HBS may not be used for clinical, diagnostic, therapeutic, human, or animal applications, nor for regulatory submissions, resale, or donor re-identification, unless expressly authorized in writing by ABS. Customer is solely responsible for determining regulatory applicability, obtaining any required IRB or institutional approvals, and ensuring compliant handling and use of HBS. ABS makes no representations regarding suitability of HBS for clinical, diagnostic, or commercial purposes and assumes no regulatory sponsor or clinical laboratory role.

3. Payment, Completion, and Shipment

Unless otherwise stated, payment terms are Net 30 days from invoice date. Orders that have been completed by ABS are payable in full, regardless of shipment status. At Customer’s request, ABS may delay shipment of a completed Order for up to ten (10) business days. After that time, ABS and Customer will coordinate either shipment of the Order or continued storage, in which case standard storage fees may apply until shipment occurs.

4. Cancellations

Laboratory Orders (including cell culture services):

  • If an Order is cancelled prior to the start of work, a 25% charge will apply to cover setup and materials.
  • If an Order is cancelled after work has begun, full payment of the Order will be due.
  • Biospecimen Collections:
    A $1,000 setup fee applies to fresh tissue collections.

ABS will provide advance notice of scheduled collections whenever reasonably possible. If a scheduled collection is declined or not confirmed by 8:00 p.m. local time on the evening prior to surgery, 50% of the sample cost will be invoiced, as collection-related costs have already been incurred.

Written cancellations are accepted unless a surgery schedule has already been communicated.

5. Order Receipt and Evaluation

Customer will have forty-five (45) days from receipt of materials to evaluate whether the Order meets the specifications mutually agreed upon by the parties. To avoid any ambiguity, specifications should be documented in the applicable Order or statement of work.

During the evaluation period, Customer agrees to handle and store materials in a manner that preserves sample integrity, stability, and chain of custody. After the evaluation period, any replacements, credits, or refunds will be determined by ABS in good faith and in consideration of supplier and material limitations.

6. Intellectual Property and Data

Each party retains ownership of its respective background intellectual property. ABS retains ownership of its methodologies, processes, and systems. Customer may use data generated under an Order for its internal research purposes unless otherwise agreed in writing. ABS may use de-identified, aggregated data for internal research, quality improvement, and operational purposes.

7. Warranties and Liability

ABS warrants that services will be performed in a commercially reasonable manner and consistent with industry standards. Except as expressly stated, no other warranties are provided. To the extent permitted by law, neither party will be liable for indirect or consequential damages, and ABS’s total liability will not exceed the amounts paid by Customer for the applicable Order.

8. Indemnification

Each party agrees to be responsible for its own actions. Customer agrees to indemnify and hold ABS harmless from claims arising from Customer’s misuse of materials, violation of applicable laws, or breach of these Terms.

9. Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

Acceptance

The issuance or acceptance of a Sales Order confirms the parties’ mutual understanding and agreement to these Terms.