Terms and Conditions for Technology Development Service
Development and Manufacturing Agreement
Upon signing the Quotation of Porton Advanced, the client engages Porton Advanced for the development and/or manufacturing of the specified products. In case of any conflicts with subsequent written agreements, the latter shall prevail.
Services Initiation and Turnaround Time
Services will commence upon written confirmation from both parties and Porton Advanced’s receipt of any client-provided materials (if applicable).
The estimated turnaround time is a projection and may be subject to change, excluding shipping time.
Unforeseen Delays
Porton Advanced will make every effort to adhere to the time-scales/milestones outlined in the Quotation.
However, certain unforeseen circumstances beyond our control, such as force majeure events, technological or biological challenges, technical issues with client-provided materials, or delays in raw materials/consumables delivery, may lead to delays.
In such cases, Porton Advanced will make reasonable efforts to minimize delays and promptly inform the client.
Shipping Procedures and Invoices
Porton Advanced will deliver products using approved shipping procedures.
Invoices will be issued after product delivery and are due within [30] days of the invoice date.
Intellectual Property Ownership
The client’s intellectual property used in the Quotation shall remain the exclusive property of the client.
It is the client’s responsibility to obtain any necessary licenses for third-party intellectual property used in the instructions to Porton Advanced.
Background Intellectual Property
Porton Advanced’s background intellectual property, developed independently without reference to any of the client’s confidential information, shall remain the property of Porton Advanced.
Research Use Only
The client agrees to utilize services/products provided by Porton Advanced for research purposes only and in compliance with applicable laws and regulations.
All other warranties, whether express or implied, are hereby disclaimed.
Limitation of Liability
Porton Advanced shall not be liable for any consequential, incidental, or indirect damages arising from this Terms and Conditions.
Porton Advanced’s liability to the client shall not exceed the total fees paid for services/products under this Terms and Conditions.
Indemnification
The client shall indemnify and hold Porton Advanced harmless from any liabilities arising from the use of services/products, breach of representations and warranties, or grossly negligent acts.
Subcontracting
Porton Advanced may subcontract or delegate all or a portion of its obligations to its affiliates without prior written approval.
Porton Advanced shall remain responsible for the work and performance delivered by its affiliates.
Customer-Provided Material
In cases where customer-provided material is necessary for completing the service, the customer should follow the provided guidelines for preparation and submission.
The customer bears full responsibility for the accuracy and identity of the supplied material. While we will perform standard QC on the material before initiating production, we cannot be held liable for any issues arising from incorrect materials.
Governing Law and Dispute Resolution
This Terms and Conditions shall be governed by the laws of the State of New Jersey, without regard to principles of laws.
Any disputes shall be resolved in Middlesex County, New Jersey, if the parties are unable to resolve the matter despite good-faith efforts.
