Terms and Conditions
These Terms and Conditions of Sale ("**Terms**") govern all Quotations, Purchase Orders, and Project Briefs (together, "**Orders**") placed by a customer ("**Client**") with GEM Biosolutions ("**GEM**," "**we**," "**us**"). By placing an Order, Client agrees to these Terms. These Terms, together with the applicable Quotation, form the entire agreement between GEM and Client for that Order unless both parties sign a separate written agreement that expressly supersedes them.
## 1. Our Role
GEM is a biospecimen sourcing and logistics coordinator. We identify and engage third-party biospecimen providers, collection sites, and biobanks ("**Providers**") within our network to source the human biospecimens and associated de-identified data ("**Materials**") requested by Client, and we arrange shipment of Materials from the Provider to Client (or Client's designated recipient), including coordinating temperature control, packaging, and carrier logistics. GEM does not itself collect biospecimens from donors, does not operate as a clinical laboratory, and does not manufacture, test, or diagnose using the Materials. GEM is an intermediary between Providers and Clients and is not a Provider's principal or Client's agent for any purpose beyond Order fulfillment.
## 2. Ethics, Consent, and Compliance
GEM requires each Provider to represent and warrant that all Materials are collected with legally valid donor informed consent, under applicable institutional review board (IRB) or ethics committee oversight where required, and in compliance with all applicable laws governing the collection, handling, and transfer of human biospecimens and data, including HIPAA (where applicable), human subjects research regulations, and applicable data protection and privacy laws. GEM relies on these Provider representations and does not independently verify each donor consent record. Client is responsible for ensuring its own intended use of the Materials complies with applicable law, its IRB/ethics approvals, and any Materials Transfer Agreement or consent restrictions communicated with the Order. Materials are, to GEM's knowledge based on Provider representations, de-identified or coded in accordance with applicable law prior to transfer to GEM or Client; GEM does not knowingly transfer directly identifiable donor information.
## 3. Research Use Only
Unless expressly agreed otherwise in writing, all Materials are supplied strictly for research use only and are not intended for use in the diagnosis, treatment, or prevention of disease in humans, nor for administration to humans or animals.
## 4. Orders, Quotations, and Acceptance
A Quotation is an offer that remains open for the period stated in the Quotation (or, if none is stated, 30 days). An Order is formed when GEM accepts Client's purchase order or written confirmation of a Quotation. GEM may decline any Order, including where suitable Materials cannot be sourced from our Provider network, at GEM's discretion. Specifications (species, matrix, disease state, quantity, volume, and similar criteria) are as stated in the accepted Quotation; because Materials originate from human donors, exact specifications, timing, and quantities cannot be guaranteed, and GEM will notify Client promptly of any material deviation.
## 5. Pricing and Payment
Prices are as stated in the applicable Quotation and exclude taxes, duties, and shipping surcharges unless stated otherwise. Payment terms are net 30 days from invoice date unless otherwise agreed in writing. Late payments accrue interest at 1.5% per month (or the maximum permitted by law, if lower). GEM may suspend performance on any Order, including future Orders, for accounts with past-due balances.
## 6. Delivery, Shipping, and Risk of Loss
GEM coordinates shipment either through the Provider's carrier or Client's designated carrier, using packaging, temperature control (e.g., dry ice, cold packs, ambient), and handling appropriate to the Materials ordered. Delivery dates are estimates only. Title and risk of loss in the Materials pass to Client upon tender to the carrier at the Provider's shipping location. Client is responsible for having qualified personnel available to receive, inspect, and properly store Materials immediately upon arrival. Client must notify GEM in writing within 48 hours of delivery of any damage, temperature excursion, or nonconformance with the Order, with supporting documentation (e.g., temperature logs, photos); claims made after this period are waived. GEM's and Provider's sole obligation for a verified nonconforming delivery is, at GEM's option, replacement of the affected Materials (subject to availability) or a refund of the price paid for the affected Materials.
## 7. Ownership and Intellectual Property
As between GEM and Client, Client owns all data, results, and discoveries it generates from its use of the Materials. GEM and Providers retain no rights in Client's research results. Nothing in these Terms transfers any intellectual property rights in the Materials themselves beyond the limited right to use them for Client's stated research purpose; GEM makes no representation that Client's use will not infringe third-party rights.
## 8. Confidentiality
Each party will keep the other's non-public business, technical, and pricing information confidential and use it only to perform under these Terms, using reasonable care no less protective than it uses for its own confidential information. This obligation does not apply to information that is public, independently developed, or required to be disclosed by law (with prompt notice to the disclosing party where legally permitted).
## 9. Data Protection
Our collection and use of personal data (such as Client contact and billing information) is described in our [Privacy Policy](privacy-policy.md). GEM does not, in the ordinary course of Order fulfillment, receive directly identifiable donor personal information; where any personal data is incidentally shared in connection with an Order, each party will handle it in compliance with applicable data protection law.
## 10. Assumption of Risk; Hazardous Materials
Materials may present biological hazards. Client represents that its personnel handling Materials are trained, and that Client maintains facilities, permits, and procedures (including biosafety and shipping certifications such as IATA/DOT as applicable) adequate for safe receipt, storage, and use of human biospecimens. Client assumes all risk associated with its handling, storage, use, and disposal of Materials after delivery.
## 11. Disclaimer and Limitation of Liability
EXCEPT AS EXPRESSLY STATED IN SECTION 6, MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEM'S TOTAL LIABILITY ARISING OUT OF ANY ORDER WILL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE MATERIALS GIVING RISE TO THE CLAIM, AND GEM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST RESEARCH DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
## 12. Term and Termination
These Terms apply to each Order from acceptance until the parties' obligations under that Order are complete. Either party may terminate an unfulfilled Order on written notice if the other party materially breaches these Terms and fails to cure within 15 days of notice. Sections 2, 3, 7, 8, 9, 10, 11, and 14 survive termination.
## 13. Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, carrier disruptions, government action, or public health emergencies, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.
## 14. General
**Governing Law.** These Terms are governed by the laws of [State/Country], without regard to conflict-of-law rules. **Assignment.** Neither party may assign these Terms without the other's written consent, except to a successor of substantially all its business. **Severability.** If any provision is unenforceable, the remaining provisions remain in effect. **No Waiver.** Failure to enforce any provision is not a waiver of future enforcement. **Amendments.** GEM may update these Terms for future Orders by posting a revised version on our website; the Terms in effect at the time of an Order govern that Order. **Notices.** Legal notices must be sent in writing to the addresses on the applicable Order.
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**Questions about these Terms?** Contact GEM Biosolutions at info@gembiosolutions.com or +1 514-297-4662