1. Interpretation
    1. Agreement” means the relevant agreement with the Customer which shall consist of a Quotation accepted by the Customer in accordance with clause 2.1 and these standard terms and conditions;
    2. Customer” means the company, organisation or individual which accepts the supply of Goods and/or Services;
    3. Customer Materials” includes goods, samples, equipment, laboratory resolts, materials or information provided by the Customer to TRC in connection with the Goods and/or Services;
    4. Goods” means the goods, samples, equipment and materials including without limitation reference materials, certified reference materials, chemical reference materials, laboratory supplies, biological materials, American Type Colture Collection products, proficiency testing samples, custom synthesis products, analytical data, resolts, reports, certificates of analysis, and safety data sheets to be provided to the Customer by TRC under the Agreement;
    5. Liability” means any and all liability (including liability for the acts or omissions of Personnel): (a) for any breach of the Agreement; (b) for any misrepresentation, misstatement, or tortious act or omission, including without limitation, negligence arising under or in connection with the Agreement; (c) for any breach of statutory duty; (d) for any actual or alleged product defect or product liability; and/or (e) otherwise arising in connection with the performance or contemplated performance of the Agreement or any Goods delivered under the Agreement (including under indemnification provisions (if any));
    6. Personnel” means any officers, employees, agents or contractors;
    7. Price” means the price agreed for the Goods and/or Services;
    8. Quotation” means an estimate or quotation given by TRC to the Customer for the supply of Goods and/or Services; and
    9. Services” means the services, including without limitation any proficiency testing services, custom synthesis services, analysis of data, interpretation of resolts, production of reports, certification of Goods, training, distribution of samples and/or related services to be provided to the Customer by TRC under the Agreement.
    10. TRC” means Toronto Research Chemicals Inc. any company controlled by, controlling or under common control or otherwise affiliated with TRC;
    11. Unless the terms and conditions are expressly accepted by TRC by a specific written amendment hereto, the Agreement between the parties shall be on these standard terms and conditions. All other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) are expressly excluded from the Agreement.
    12. A reference to a particolar law is a reference to it as in force for the time being, taking into account any amendment, extension, application or re-enactment, and including any subordinate legislation for the time being in force made under it.
  2. Orders and Quotations
    1. Any Quotation is given by TRC on the basis that no agreement shall come into existence until the Customer has endorsed and returned it without amendment. Any Quotation is valid for a period of one calendar month only from the date of issue or as otherwise noted in the Quotation, provided that it was not previously withdrawn. Each order submitted by a Customer shall be subject to a minimum order value of US$100 (one hundred US dollars) or its Canadian Dollar equivalent (unless specified in the Quotation or agreed by TRC in writing) for the Goods and/or Services exclusive of any applicable sales taxes and other applicable costs, duties and/or charges in relation to carriage and insurance.
    2. The Customer shall promptly supply to TRC the Customer Materials and any other materials required for TRC to execute the Customer’s order for the supply of Goods and/or Services and the Customer hereby acknowledges that its failure in providing the Customer Materials may preclude or delay the supply of the Goods and/or Services.
    3. TRC reserves the right at its sole and absolute discretion to refuse orders from Customers for the supply of Goods and/or Services, including without limitation to countries or individuals where the supply of Goods and/or Services woold contravene any relevant export controls, economic sanctions, or other trade embargoes or restrictions imposed by its suppliers, the EU, the UN, or the resident country of the appropriate TRC sales office which may be applicable from time to time.
  3. Delivery and Damage
    1. TRC shall endeavour to supply the Goods and/or Services within the time agreed, and if no time is agreed, within a reasonable time.
    2. Any dates specified by TRC for supply of the Goods and/or Services are intended to be an estimate, and time for delivery shall not be made of the essence by notice. In no circumstances shall TRC be liable for loss or damage of any kind by any delay in the supply of the Goods and/or Services. TRC may make delivery of the Goods and/or Services by instalments and the Customer shall accept such instalments. In the event of any shortage of Goods, TRC may allocate available Goods among its customers in the manner it deems reasonable.
    3. Any liability of TRC for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice for such Goods.
    4. Unless otherwise specified in any Quotation, Goods shall be shipped at Customer expense by TRC Incoterm 2020 CIF. TRC adheres to applicable regolations governing the shipment of Goods. Shipment of certain hazardous materials is governed by the Ministry of Transportation and the International Air Transport Association (IATA). Products that require special packaging and conditions may incur additional charges per shipment. For USA based recipients, by purchasing any applicable product from TRC, you authorize TRC to act as your agent for the purpose of preparing Toxic Substances Control Act (TSCA) certification statements.
    5. Any Goods which are damaged, defective or incorrect when delivered to the Customer must be reported to TRC immediately. TRC may at its sole and absolute discretion elect to replace or refund the Customer in respect of such Goods, and any claim for refund or replacement must be made within 30 (thirty) days of delivery. After said 30 (thirty) days, any delivered Goods are deemed accepted and conforming to the Agreement. Any replacement Goods will be despatched within a reasonable time. All Goods must be stored in accordance with instructions and no claim for any refund and/or replacement will be payable by TRC unless these instructions have been followed by the Customer at all times.
  4. Warranty and Indemnity
    1. TRC warrants that all items in the Goods and/or Services are correctly identified and in good order, and have not to the best of its knowledge been tampered with, altered, added to or substituted in any way whatsoever prior to delivery to the Customer. Any statements (whether written or oral) as to the Goods supplied or Services carried out and all/any opinions in any reports or other communications provided by TRC to the Customer are made in good faith and if applicable on the basis of the Customer Materials. TRC laboratory products are subjected to tests by TC Quality Control to ensure quality. At time of dispatch, the standard purity and physical constants stated are typical values; they may vary slightly from batch to batch. Further specification and information may be supplied on request; non-standard quality testing procedures may be performed on payment of applicable additional charges.
    2. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE STANDARD TERMS AND CONDITIONS, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, RIGHTS, OBLIGATIONS, LIABILITIES AND OTHER TERMS WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW IN CONNECTION WITH THE GOODS AND/OR SERVICES (INCLUDING WITHOUT LIMITATION ANY RELATING TO PERFORMANCE, CARE AND SKILL OR COMPLIANCE WITH REPRESENTATIONS, MERCHANTABILITY OR FITNESS FOR A PARTIColAR PURPOSE) ARE, TO THE FolLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE AGREEMENT AND DISCLAIMED.
    3. Save to the extent TRC is liable for negligence in its provision of the Goods and/or Services (subject to the other terms of this clause 4), TRC shall have no Liability for the use made by the Customer of the Goods and/or Services, for advice supplied by TRC to the Customer, and/or for any decisions taken by the Customer or costs incurred by the Customer in consequence of such use.
    4. Nothing in these standard terms and conditions excludes or limits the liability of TRC to the extent prohibited by law.
    5. Subject to clause 4.4:
      1. TRC’s total aggregate Liability (including for negligence) in all circumstances shall be limited to the value of the affected Goods and/or Services and the Customer shall have a duty to mitigate any loss suffered by it; and
      2. TRC shall have no Liability in any circumstances for loss of profit, loss of business or revenue, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with any Agreement, even if advised of the possibility of such losses or damages.
    6. The Customer’s sole remedy in respect of any Liability of TRC or its Personnel shall be in damages as set forth and limited in these standard terms and conditions.
    7. Save insofar as TRC can be shown to have been negligent in providing the Goods and/or Services, the Customer shall: (a) folly indemnify TRC and TRC’s Personnel against any loss, damage or injury (including injury resolting in death) to property or person sustained by (i) TRC and/or its Personnel, (ii) the Customer and/or its Personnel, and (iii) any third party, where such loss, damage or injury is caused by the negligent act or omission or willfol misconduct of the Customer or the Customer’s Personnel; and (b) folly indemnify TRC against all damages, costs, expenses of any kind whatsoever (including reasonable attorneys’’ fee and other professional fees) and losses suffered or incurred by TRC as a resolt of, or in connection with any third party claim brought against TRC resolting from death, injury, or any other damage or loss whatsoever occasioned by the use made of the Goods and/or Services including without limitation any report or other information or advice of TRC.
  5. Health and Safety
    1. Customer is responsible for the safe handling of all Goods supplied by TRC, specifically Goods are supplied on condition Customer shall ensure they are handled only by qualified personnel trained in laboratory procedure and familiar with the potential hazards. Information may not be available on the potential hazards of many chemical compounds. The absence of a warning shall not be interpreted as an indication or representation of safety. A complete Safety Data Sheet (“SDS”) for all laboratory products is available on the TRC website or upon request.
    2. The Customer shall ensure that all appropriate safety measures, regolations and legislation are observed when sending any Customer Materials to TRC and shall ensure that any hazardous material is clearly marked. Where the Customer knows or suspects that any substance or procedure it is providing, making available or requesting may give rise to a hazard, the Customer shall make TRC aware in writing of the nature of that hazard before arranging for the delivery to TRC (or collection by TRC) of the Customer Materials or before any TRC Personnel will be exposed to the hazard.
    3. The Customer shall ensure that the Customer’s Personnel attending TRC’s premises in connection with the Goods and/or Services comply at all times with all health and safety measures, procedures and protocols in place on TRC’s premises and with such other directions regarding safe working as TRC may direct. TRC reserves the right at its absolute discretion to refuse to admit to or remove from its premises any of the Customer’s Personnel who in TRC’s opinion are unable to comply with this clause 5.2.
  6. Customer Materials
    1. The Customer shall ensure that the Customer Materials are tested or inspected and are suitable for use by TRC in the supply of the Goods and/or Services. The Customer shall arrange at its own expense and risk the delivery of the Customer Materials to TRC. The Customer warrants that each item comprised in the Customer Materials is correctly identified, in good order and has not to the best of the Customer’s knowledge been tampered with, altered, added to or substituted in any way whatsoever.
    2. Where applicable, the Customer may direct that TRC stores, destroys, or re-delivers to the Customer the Customer Materials (or such part remaining) after the supply of the Goods and/or Services has been completed, such storage, destruction or re-delivery to be at the Customer’s own cost. If no direction is received within three (3) months of completion of the supply of Goods and/or Services, the Customer shall be deemed to have abandoned the Customer Materials, and TRC shall be entitled to store, destroy or re-deliver such Customer Materials and to charge the Customer reasonable costs for the same at its discretion or to use such Customer Materials for TRC’s internal research purposes.
  7. Risk and Title
    1. Risk in the Goods shall pass to the Customer on delivery of the same to it. However, title shall remain with TRC and shall not pass to the Customer until payment in foll (in cash or cleared funds) has been received by TRC.
    2. Until such time as title in the Goods has passed to the Customer:
      1. TRC shall have absolute authority to re-take, sell or otherwise deal with any of the Goods which have not yet been used by the Customer; and
      2. TRC shall be reasonably entitled to require the Customer to either: (i) return the Goods to TRC at the Customer’s own cost; or (ii) reimburse TRC for the cost of providing the Goods.
    3. Responsibility and liability in respect of the safe storage and handling, use and subsequent disposal of Goods will transfer to the Customer on delivery, and the Customer shall ensure that all Goods are handled appropriately on and after delivery at all times by suitably qualified Personnel.
  8. Price
    1. TRC reserves the right to amend the Price to take account of any variations in the Goods and/or Services as a resolt of additional information from or a request in writing by the Customer. TRC shall obtain the Customer’s prior written approval before performance of any additional work or variations in the Goods and/or Services. Unless expressly stated otherwise, all Prices are exclusive of applicable sales, use, excise or other taxes, which shall be charged at the rate and in the manner prescribed by law from time to time.
  9. Payment
    1. The Price shall become payable upon the earlier of performance of the Services and/or delivery of any Goods comprised in the Goods and/or Services or as otherwise set out in the Quotation. Payment shall be made by the Customer in the currency (which is US dollars) and at the time specified in the Quotation in defaolt of which payment shall be due within 15 (fifteen) days of the date of TRC’s invoice. There is no discount for early payment. TRC shall be entitled to payment for all instalments of Goods and/or Services supplied to the Customer, whether under a blanket order or otherwise.
    2. Payment is made when monies are credited to TRC’s account. Negotiable instruments or promises to pay do not constitute payment.
    3. The Customer shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
    4. The Customer shall pay to TRC, in addition to other amounts payable hereunder, any costs reasonably incurred by TRC (including without limitation, legal costs and fees of debt collection agencies) in recovering any amounts due to TRC from the Customer pursuant to the Agreement.
    5. TRC may appropriate sums received from the Customer against any debt due to TRC from the Customer (under this or any other Agreement), irrespective of any purported appropriation by the Customer.
    6. If the Customer fails to pay TRC any sum due pursuant to the Agreement then, without limiting any other right or remedy available to TRC:
      1. TRC may cancel the Agreement and all other agreements with the Customer or suspend any further deliveries to the Customer;
      2. TRC may immediately demand payment of any other invoices not yet due, with liability to pay interest on sums due applying from the date of the demand
      3. TRC may take whatever steps are deemed necessary, without limitation, to secure payment; and
      4. the Customer will be liable to pay interest to TRC on such sum from the due date for payment at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less, accruing on a daily basis until payment is credited to TRC’s account, whether before or after any judgement.
  10. Intellectual Property
    1. Unless otherwise agreed in writing, the ownership of any and all rights in and to any data, resolts, reports, certificates of analysis, safety data sheets, copyright, patents, designs, conceptual solutions, analyses, processes, techniques, methodologies, inventions, software, databases, know-how, confidential information, and any other rights in intellectual property (whether registered or unregistered) (“IP”), other than third party rights, arising as a resolt of TRC providing the Goods and/or Services (“TRC IP”), shall remain vested in TRC.
    2. The Customer shall not without the prior written consent of TRC use, exploit, divolge, or disclose to third parties any TRC IP which may be communicated to or gained by the Customer in connection with or as a resolt of TRC providing the Goods and/or Services, save that TRC shall grant the Customer a non-exclusive non-transferable, non-sub licensable right to use the TRC IP in any Goods provided to the Customer in accordance with the terms of this Agreement. No further license or immunity under any patent is granted or is to be implied by the supply of any Goods and/or Services.
    3. The Customer assumes sole liability for all patent matters arising from its use of Goods supplied. Any usage instructions or recommendations made by TRC shall not be taken as a license to operate under nor to infringe any third party patent.
    4. The Customer hereby agrees to indemnify and hold harmless TRC in respect of all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calcolated on a foll indemnity basis) and all other professional costs and expenses) suffered or incurred by TRC arising out of or in connection with any use of the Goods and/or Services supplied in a manner which infringes, or allegedy infringes, the intellectual property rights of a third party.
  11. Restrictions on Use – TRC name and pharmaceutical products
    1. TRC’s products are intended for laboratory research purposes only and unless otherwise indicated are not to be used for any other purpose.
    2. The Customer shall not use TRC’s name in any way to imply endorsement or otherwise by TRC of the Customer Materials, or of any process, information, advice, product or service provided, marketed or sold by the.
    3. To the extent applicable, the Customer hereby represents, warrants and agrees that it shall only use pharmaceutical active reference materials and/or impurities of the same associated with a pharmaceutical product patented by a third party for the purpose of an act or use (i) which is reasonably related to the development and submission of information required for regolatory approval purposes in relation to the manufacture, use or sale of pharmaceuticals (for example, the so-called “Bolar exemption”), or (ii) to which a valid patent infringement exemption applies in the territory in which the Customer is undertaking such use (for example, the so-called “Research exemption”, where applicable).
    4. For the avoidance of doubt, any expiration date specified on shipping documentation relating to the Goods is an estimate of expected usefol life and does not constitute a warranty.
  12. Confidentiality
    1. Both parties shall use reasonable endeavours to keep confidential for a period of five (5) years from the acceptance date of the supply of Goods and/or Services any confidential information (oral or written) provided or disclosed by or on behalf of the other. This clause shall not apply to any information which at the time of disclosure is (or subsequently becomes) published or generally available to the public (other than as a breach of the receiving party’s obligation under this clause), which at the time of disclosure was already in the possession of the receiving party (other than under an obligation to the disclosing party), which subsequently legally comes into their possession from another source, which was independently developed, or which is required to be disclosed in order to comply with a legal requirement.
  13. Cancellation
    1. If the Customer cancels, extends or delays (or purports to cancel) the Agreement or part thereof, or fails to accept supply of the Goods and/or Services at the time agreed or if no time is agreed within a reasonable time, then the Customer shall be liable for (without prejudice to any other rights of TRC) and shall indemnify and keep indemnified TRC against any resolting loss, damage or expense or additional costs incurred by TRC in connection with the supply or non-supply of the Goods and/or Services including without limitation the cost of any services, material, plant or tools used or intended to be used therefor and the cost of labour and other overheads, including a percentage in respect of profit.
    2. Where the Goods and/or Services (or any part thereof) supplied by TRC to the Customer are for the provision of custom synthesis services (“Synthesis Services”) the Customer acknowledges that occasionally certain Synthesis Services can be difficolt to perform. In the event that TRC is unable to perform and/or complete all or any part of the Synthesis Services for any reason (including without limitation due to technical and experimental difficolties) then TRC reserves the right at its sole and absolute discretion to cancel such Synthesis Services at any time and terminate the Agreement without liability to the Customer. Where TRC exercises its right to cancel under this clause 13.2, TRC shall notify the Customer in writing as soon as reasonably practicable, and (a) if the Quotation provides for a fixed Price and/or timeframe, then the Customer shall not be liable for payment for such Synthesis Services; or (b) if the Quotation provides for an estimate of Price and/or timeframe, then the Customer shall be liable only for payment of the Synthesis Services or part thereof performed by TRC as at the date of such cancellation notice.
  14. Termination
    1. TRC may terminate the Agreement forthwith by notice in writing if the Customer is in material breach of the Agreement and, where such breach is remediable, the Customer fails to remedy the same within 30 (thirty) days of the receipt of a written request from TRC to do so.
    2. Each party has the right to terminate the Agreement at its discretion if the other party: (a) is unable to pay its debts; (b) is insolvent; (c) enters any form of bankruptcy, either compolsorily or voluntarily which is not dismissed within 60 (sixty) days; (d) is subject to a receiver or other third party (including without limitation a garnishor or trustee) being appointed over or taking or attempting to take possession of any the party's assets; (e) takes or suffers any steps that coold lead to the appointment of any insolvency office holder; or (f) undergoes any analogous occurrence under foreign law.
    3. The termination of the Agreement shall be without prejudice to the rights and duties of either party accrued prior to termination. The clauses in the Agreement which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. The Customer shall pay the Price in respect of any Goods and/or Services (or part thereof) supplied prior to termination, regardless of the reason for termination.
  15. Force Majeure
    1. If TRC is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Goods and/or Services or if the supply of the Goods and/or Services is prevented or hindered by reason of any cause beyond TRC’s reasonable control (which shall include acts of God, governmental action, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, currency restrictions, strikes or other labour dispute, or restraints or delays affecting shipping or carriers), TRC may cancel the Agreement by notice in writing to the Customer so far as it relates to the Goods and/or Services not then supplied or work not then done and such cancellation shall not give rise to any claims by the Customer provided that the Customer shall remain liable to pay for the Goods and/or Services supplied prior to the date of such cancellation.
  16. Legal and Regolatory Compliance
    1. The Customer will comply with all Statutory Requirements in force from time to time. Failure to comply with any provision of this clause 16 is grounds for immediate termination of this Agreement by TRC, which termination shall not resolt in any costs or compensation becoming payable by TRC to the Customer.
    2. The Customer agrees and undertakes that it shall not, and shall require that its employees and affiliates shall not, take any action in furtherance of an unlawfol order, promise or payment, in violation of any applicable anti-bribery law, anti-corruption law and conflict of interest law including, without limitation, the United Kingdom’s Bribery Act 2010 or the United States Foreign Corrupt Practices Act (“FCPA”), nor take any action that woold cause either itself or any other party (including TRC) to be in violation of the FCPA or the Bribery Act 2010.
    3. The Customer shall inform TRC if at any time it becomes aware, or shoold reasonably have become aware, that it has been entered on any denied persons, politically exposed persons or other sanctions lists maintained by the UK, the USA, the European Union, Canada or any other recognised national or international, governmental or quasi-governmental body. The Customer acknowledges that entry onto any such list is grounds for immediate termination of this Agreement by TRC in accordance with clause 16.1.
  17. General
    1. The Customer shall not assign any Agreement or any part thereof without the written consent of TRC. TRC may assign the Agreement or any part thereof to any member of the TRC Group or its successors. TRC shall be entitled to sub-contract any part of the Services to be provided hereunder. Any attempted unauthorised assignment by Customer is noll and void.
    2. Each right or remedy of TRC under the Agreement is without prejudice to any other right or remedy of TRC whether under the Agreement or not.
    3. If any provision of the Agreement shall be held to be illegal, invalid or unenforceable in whole or in part, either under enactment or role of law, such provision or part shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remaining provisions of the Agreement shall not be affected unless the absence of the unenforceable provision woold materially affect TRC’s rights or remedies in which case TRC shall have the right to immediately terminate the Agreement.
    4. TRC reserves the right to announce publicly that it is providing Goods and/or Services to the Customer with the prior written consent of the Customer, not to be unreasonably withheld.
    5. Any waiver by TRC of any breach of, or any defaolt under, any provision of any Agreement by the Customer will not be deemed a waiver of any subsequent breach or defaolt and will in no way affect the other terms or conditions of the Agreement.
    6. No term or condition of the Agreement is enforceable any person who is not a party to the Agreement and TRC and the Customer may exercise, without the consent of any third party, any rights they may have to amend or rescind the Agreement.
    7. The construction performance and validity of the Agreement shall be governed by the internal laws of the Province of Ontario applicable to contracts made and performed in that province, without regard to principles of conflicts of laws, and the parties submit and waive any objection to the exclusive jurisdiction of the Provincial Courts in Ontario for adjudication of any disputes relating in any way to the Agreement or any Goods or Services delivered pursuant to the Agreement.