Terms and conditions for the supply of products and services

These are the standard terms and conditions on which Assemblon Limited ("Assemblon", "we", "us", "our") supplies oligonucleotide-based products, including bespoke synthetic oligonucleotides, probes for diagnostic assay development and molecular biology tools, and related services to its business customers ("Customer", "you"). Please read these terms carefully before placing an Order. These terms apply to business-to-business supply only; Assemblon does not sell to consumers.

1. Definitions and interpretation

In these terms and conditions, the following words have the following meanings unless the context requires otherwise:

"Agreement" means these terms and conditions together with the applicable Quotation and Order Confirmation.

"Assemblon" means Assemblon Limited, a company registered in England and Wales under company number 16597943, whose registered office is at Office F13, Atlas Building (R27), Rutherford Appleton Laboratory, Harwell Campus, Didcot, Oxfordshire, OX11 0QX (VAT registration number GB511038932).

"Confidential Information" means any information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that ought reasonably to be considered confidential given its nature, including sequence data, specifications, pricing, know-how and business information.

"Customer" means the business, company, institution or organisation that places an Order with Assemblon.

"Deliverables" means any reports, data, results, analyses or other outputs provided by Assemblon to the Customer as part of the Services.

"Goods" means any oligonucleotides, probes, reagents, kits or other physical products supplied by Assemblon, whether standard catalogue items or synthesised to a bespoke Specification.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, trade names, design rights, rights in know-how and confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications for the same, anywhere in the world.

"Order" means the Customer's order for Goods and/or Services, whether submitted via the website, an order form, purchase order or by email.

"Order Confirmation" means Assemblon's written acceptance of an Order, whether by email or otherwise.

"Products" means the Goods and/or Deliverables, as applicable.

"Quotation" means a quotation for Goods and/or Services issued by Assemblon to the Customer.

"Services" means any custom synthesis, analysis, design, consultancy or other services supplied by Assemblon to the Customer.

"Specification" means the sequence, modifications, scale, purification, analysis and other technical requirements for an Order, as submitted by the Customer and accepted by Assemblon.

Headings are for convenience only. Words importing the singular include the plural and vice versa. "Writing" includes email.

2. Basis of contract

2.1 A Quotation is valid for 30 days from its date of issue unless withdrawn earlier and does not constitute an offer capable of acceptance by the Customer.

2.2 An Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these terms. No Order is accepted, and no contract is formed, until Assemblon issues an Order Confirmation or begins work on the Order, whichever is earlier, at which point a binding contract (the "Contract") is formed on these terms.

2.3 Assemblon may decline to accept any Order, in whole or in part, at its discretion: for example, where the requested Specification is not technically feasible, where Assemblon reasonably believes fulfilling the Order would infringe a third party's rights or applicable law, or where the Customer's creditworthiness is in question. Where reasonably possible, Assemblon will contact the Customer to discuss alternatives.

2.4 These terms apply to the exclusion of any terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, including any terms on a Customer purchase order. Submission of a purchase order number for administrative convenience does not incorporate the Customer's own terms.

2.5 No variation of the Contract is effective unless agreed in writing between authorised representatives of both parties.

3. Specifications and customer-supplied information

3.1 The Customer is solely responsible for the accuracy and completeness of the sequence data, Specification and any other information it submits with an Order. Assemblon synthesises and supplies Goods strictly in accordance with the Specification as submitted and accepted, and is not obliged to verify its correctness.

3.2 If the Customer requests a change to a Specification after Order Confirmation, Assemblon may accept or decline the change and may revise the price, lead time or both to reflect it.

3.3 Assemblon is not liable for any delay, non-conformance, failed synthesis or other loss arising from inaccurate, ambiguous or incomplete information supplied by the Customer, including incorrect sequence, modification or scale information.

3.4 The scale stated in a Quotation or Order Confirmation is the synthesis scale and not a guaranteed quantity of product. The quantity supplied is stated on the datasheet that accompanies the Goods. Yields for modified, long or otherwise difficult sequences may be lower than for unmodified sequences. Where the Customer has specified a minimum yield and Assemblon has accepted it in the Order Confirmation, that minimum yield forms part of the Specification; otherwise no minimum yield is warranted.

3.5 Where the Customer supplies material to Assemblon for analysis or other Services ("Samples"), the Customer warrants that the Samples are safe to handle, are not infectious, radioactive or otherwise hazardous unless declared in writing before despatch, and have been lawfully obtained and supplied. Samples are consumed in the analysis; any excess is not retained and cannot be returned, and Assemblon may dispose of it once the analysis is complete. Assemblon's liability for loss of or damage to a Sample before analysis is limited to re-performing the analysis on replacement material supplied by the Customer; Assemblon is not liable for the value of the Sample itself. Results and Deliverables relate only to the Sample as received.

4. Price and payment

4.1 Prices are as stated in the applicable Quotation or Order Confirmation and are exclusive of VAT, other applicable taxes and duties, and delivery/freight charges, which are payable in addition.

4.2 Unless otherwise agreed in writing, payment terms are 30 days net from the date of Assemblon's invoice. Assemblon may require payment in advance (pro-forma) for a Customer's first Order or where a Customer's payment history or credit standing gives reasonable grounds for concern.

4.3 If any sum is not paid by its due date, Assemblon may, without prejudice to any other right or remedy: (a) charge interest on the overdue amount at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily; and/or (b) suspend further deliveries or Services until payment is made in full.

4.4 The Customer must pay all amounts due in full without any set-off, counterclaim, deduction or withholding, except as required by law.

5. Delivery

5.1 Delivery dates given by Assemblon are estimates only. Time for delivery is not of the essence, and Assemblon is not liable for any loss arising from a delay in delivery, although it will use reasonable endeavours to meet estimated dates.

5.2 Unless otherwise agreed, Goods are delivered Delivered at Place (DAP, Incoterms 2020) for UK deliveries and Free Carrier (FCA, Incoterms 2020) Assemblon's facility for international deliveries. Risk in the Goods passes to the Customer on delivery (or, for FCA shipments, when the Goods are handed to the carrier).

5.3 Title to Goods does not pass to the Customer until Assemblon has received payment in full (in cleared funds) for those Goods and any other sums then due from the Customer. Until title passes, the Customer must hold the Goods on a fiduciary basis, keep them identifiable as Assemblon's property, and not pledge or otherwise use them as security.

5.4 The Customer must inspect Goods promptly on receipt and notify Assemblon in writing of any shortage, damage in transit, or failure to conform to the Order within 5 business days of delivery, failing which the Goods are deemed accepted as to quantity and outward condition.

6. Quality, specification conformance and claims

6.1 Assemblon will perform Services and manufacture Goods using reasonable skill and care and in accordance with its standard quality control procedures for the relevant product type (for example, analysis by UPLC-MS as specified on the Order).

6.2 Any claim that Goods do not conform to the agreed Specification must be notified to Assemblon in writing within 30 days of delivery, together with reasonable supporting evidence. Claims notified after this period are waived, save to the extent the defect could not reasonably have been discovered within that period.

6.3 Where a valid non-conformance claim is upheld, Assemblon's sole obligation, and the Customer's sole remedy, is for Assemblon (at its option) to re-synthesise or replace the non-conforming Goods, re-perform the affected Services, or issue a credit or refund for the price paid for the affected Order.

6.4 Clause 6.3 does not apply where non-conformance results from: normal variation inherent to oligonucleotide synthesis and reasonable industry tolerances; the Customer's own storage, handling, use or downstream processing of the Goods; or an inaccurate or incomplete Specification supplied by the Customer.

7. Warranty and disclaimer

7.1 Assemblon warrants that, on delivery, Goods will conform in all material respects to the agreed Specification.

7.2 Except as set out in clause 7.1, and to the fullest extent permitted by law, all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including as to satisfactory quality or fitness for a particular purpose), are excluded from the Agreement.

7.3 Assemblon gives no warranty as to the results obtained from the use of any Goods or Deliverables, including their performance in any downstream assay, kit, diagnostic product or other application. The Customer is responsible for determining the Goods' suitability for its intended use before relying on them.

8. Intended use and regulatory compliance

8.1 Unless the Order Confirmation expressly states otherwise, Goods are supplied as research-use materials or as components/raw materials for further manufacture, and are not themselves finished, CE- or UKCA-marked in-vitro diagnostic medical devices.

8.2 Where the Customer incorporates Goods into its own in-vitro diagnostic products, kits, or other regulated devices, the Customer is solely responsible for: determining fitness for purpose; carrying out all necessary verification, validation and performance evaluation; and obtaining and maintaining all regulatory approvals, clearances, CE/UKCA marking and compliance required under the UK Medical Devices Regulations, the EU In Vitro Diagnostic Regulation (IVDR) and any other applicable law in the territory of use or sale.

8.3 Goods are not manufactured under GMP and must not be administered to humans, or used in the clinical diagnosis or treatment of patients, unless expressly agreed in writing by Assemblon. The Customer may use Goods in animal studies, including in vivo research, provided that the Customer is solely responsible for the design and conduct of those studies, for confirming the Goods' suitability for that use, and for all licences, ethical approvals and regulatory compliance required under clause 8.4.

8.4 The Customer is solely responsible for complying with all applicable laws relating to its use of the Goods and Deliverables, including biosafety, human tissue, human subjects research, animal research, data protection and export control legislation, and for obtaining any licences, consents or ethical approvals required.

8.5 Certain dyes, quenchers, modified nucleosides and other modifications are the subject of third-party patents or licence conditions. Assemblon supplies such materials for research use only and does not grant, and is not able to grant, any licence under third-party rights. The Customer is responsible for determining whether its intended use of any modification requires a licence from a third party and for obtaining it. Trademarks and trade names are used only to identify the products concerned.

9. Intellectual property

9.1 The Customer owns all Intellectual Property Rights in the oligonucleotide design, including the sequence, choice and arrangement of modifications, and any other design element it specifies or supplies to Assemblon ("Oligo Design IP"). The Customer grants Assemblon a non-exclusive, royalty-free licence to use, copy and process the Oligo Design IP and any other materials or information supplied by the Customer solely to the extent necessary to perform the Order.

9.2 Assemblon owns all Intellectual Property Rights in its manufacturing and synthesis processes, including its synthesis methods, protocols, purification and analysis techniques, software, equipment configurations and other know-how ("Process IP"), whether developed before, during or after the Contract, and including any refinement or adaptation of the Process IP made in the course of fulfilling a particular Order. Nothing in the Agreement transfers any Process IP to the Customer, and no licence to it is granted beyond what is reasonably necessary for the Customer to use the Goods and Deliverables for their intended purpose.

9.3 Ownership of the physical Goods synthesised to the Customer's Specification passes to the Customer on payment in full, subject to clause 5.3. This transfer of ownership in the physical Goods does not include, or affect, ownership of the Process IP used to make them, which remains with Assemblon under clause 9.2.

9.4 Assemblon may use anonymised or aggregated data about Order volumes, chemistries and general usage trends for internal quality improvement, R&D and marketing purposes, provided this does not disclose the Customer's identity or any specific sequence or Confidential Information.

10. Confidentiality

10.1 Each party must keep the other's Confidential Information confidential and use it only to perform its obligations under the Agreement, save that Assemblon may disclose Confidential Information to its employees, subcontractors and advisers who need to know it for that purpose, subject to equivalent confidentiality obligations.

10.2 These confidentiality obligations do not apply to information that: is or becomes publicly available other than through breach of the Agreement; was already known to the receiving party without obligation of confidence; is independently developed without reference to the disclosing party's Confidential Information; or must be disclosed by law, regulation or a competent authority.

10.3 This clause 10 survives termination or expiry of the Agreement for a period of 5 years.

11. Limitation of liability

11.1 Nothing in the Agreement limits or excludes either party's liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited or excluded.

11.2 Subject to clause 11.1, Assemblon's total aggregate liability to the Customer arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total price paid by the Customer for the Order giving rise to the claim.

11.3 Subject to clause 11.1, Assemblon is not liable for any indirect or consequential loss, or for any loss of profit, revenue, business, contracts, anticipated savings, goodwill, or data, in each case whether direct or indirect.

11.4 The Customer must notify Assemblon of any claim within 6 months of becoming aware of the circumstances giving rise to it, failing which the claim is waived.

12. Indemnity

12.1 The Customer will indemnify and hold Assemblon harmless against all liabilities, costs, damages and expenses (including reasonable legal fees) arising from: the Customer's breach of the Agreement; the Customer's use, storage, handling or onward supply of the Goods or Deliverables, including in any diagnostic, therapeutic or other downstream product; and any claim that Assemblon's use of materials or information supplied by the Customer in accordance with the Order infringes a third party's Intellectual Property Rights.

12.2 The indemnity in clause 12.1 does not apply to the extent the relevant liability arises from Assemblon's breach of the Agreement or negligence.

13. Cancellation and changes to orders

13.1 Because Goods are typically synthesised to order using committed reagents and instrument time, an Order may not be cancelled by the Customer once accepted, except with Assemblon's written consent and subject to payment of the cancellation charges below.

13.2 Cancellation charges are calculated as a percentage of the Order value, based on the production stage reached at the time Assemblon receives the cancellation request:

(a) Synthesis not yet started: 10% of Order value (administrative and planning costs).

(b) Synthesis started, up to and including cleavage and deprotection: 50% of Order value.

(c) Purification or analysis started: 100% of Order value.

13.3 In addition to the charges above, the Customer is responsible for the cost of any bespoke materials, reagents or third-party items already committed or ordered specifically for the Order.

14. Force majeure

14.1 Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disaster, epidemic or pandemic, war, act of terrorism, strikes or labour disputes, failure of utilities or suppliers, or governmental action.

14.2 If a force majeure event continues for more than 60 days, either party may terminate the affected Order by written notice, without liability, except for sums already due.

15. Termination

15.1 Either party may terminate the Agreement or an Order immediately by written notice if the other party commits a material breach that (if capable of remedy) is not remedied within 14 days of being notified, or becomes insolvent, enters administration or liquidation, or ceases to trade.

15.2 Assemblon may suspend performance of any Order if the Customer fails to pay any sum when due, until payment is received in full.

15.3 Termination does not affect any rights or liabilities that have accrued before termination, and clauses 9 (Intellectual Property), 10 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnity) and 18 (General) survive termination.

16. Data protection

16.1 Each party will comply with its obligations under UK data protection law (including the UK GDPR and the Data Protection Act 2018) in relation to any personal data processed in connection with the Agreement. Details of how Assemblon processes personal data are set out in its Privacy Policy, available at https://www.assemblon.co.uk/privacy.

17. Export control and trade compliance

17.1 Certain Goods, including some oligonucleotide chemistries and instrumentation, may be subject to export control or trade sanctions legislation. The Customer must comply with all applicable export control, sanctions and trade compliance laws, including UK, EU and US regulations, and must not export, re-export or otherwise make Goods available, directly or indirectly, to any restricted party, destination or end use in breach of such laws.

18. General

18.1 Assignment. The Customer may not assign, transfer or subcontract any of its rights or obligations under the Agreement without Assemblon's prior written consent. Assemblon may assign or subcontract the Agreement, or any part of it, including to a group company or in connection with a business transfer.

18.2 Notices. Any notice under the Agreement must be in writing and sent by email or post to the recipient's address as notified from time to time. Assemblon's notice address for postal notices is Office F13, Atlas Building (R27), Rutherford Appleton Laboratory, Harwell Campus, Didcot, Oxfordshire, OX11 0QX. Legal notices to Assemblon should be sent by email to info@assemblon.co.uk.

18.3 Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations and agreements, save that nothing excludes liability for fraud.

18.4 Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.

18.5 Waiver. No failure or delay by a party in exercising any right under the Agreement operates as a waiver of that right.

18.6 No partnership or agency. Nothing in the Agreement creates a partnership, joint venture or agency relationship between the parties.

18.7 Third party rights. A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18.8 Variation of these terms. Assemblon may update these terms and conditions from time to time by posting a revised version on its website. Changes do not apply retrospectively to Orders already accepted.

18.9 Governing law and jurisdiction. The Agreement, and any dispute or claim arising out of or in connection with it, is governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Contact: info@assemblon.co.uk · Office F13, Atlas Building (R27), Rutherford Appleton Laboratory, Harwell Campus, Didcot, Oxfordshire, OX11 0QX · Assemblon Limited, registered in England and Wales, company number 16597943, VAT no. GB511038932.