These Terms and Conditions are applicable to deposits of cell lines, viruses, bacteria or organisms up to ACDP containment level 3 (the “Deposited Material”) deposited by any Culture Collection operated by Public Health England (PHE) customer (the “Depositor”).
No change to these Terms and Conditions shall be binding unless agreed in writing by PHE and any conditions submitted, proposed or stipulated by the Depositor in whatever form, whether written or oral, are expressly waived and excluded unless accepted in writing by PHE. These Terms and Conditions are subject to change by PHE with a notice of three (3) months.
1.1 The Culture Collections safe deposit service is intended as a second site repository to serve as a precaution against the possibility of damage to the Depositor’s primary stock. The Culture Collections recommends that its safe depository should not be the primary, and only storage site for any Deposited Material unless by special agreement with the Culture Collections.
1.2 The deposits are established on an on-going basis and shall renew automatically at the beginning of each new calendar year until terminated by either party with a notice of three months to the end of a calendar year or until abandoned and destroyed pursuant to Article 1.9.
1.3 The Culture Collections will use all reasonable endeavours to monitor the storage conditions of its Safe Depository and to maintain these conditions in a form that is conducive to the preservation of the Deposited Material.
1.4 However, it shall be the responsibility of the Depositor to verify that viable Deposited Material can be resuscitated from the Culture Collections depository, either by requesting the return of a sample of the Deposited Material or by requesting that Culture Collections conducts test resuscitations on selected parts of the Deposited Material. The current scale of Culture Collections charges shall apply.
1.5 Culture Collections accepts no responsibility for Deposited Material that is found to be damaged or nonviable after storage at its Safe Depository and Culture Collections shall never be liable for any direct or indirect losses connected herewith other than:
(i) Replacement of the affected Deposited Material, if necessary using fresh seed stock obtained from the Depositor, at no cost to the Depositor if it can be reasonably demonstrated that the loss is attributable to negligence on the part of the Culture Collections.
(ii) Reimbursement of any advance rental fees covering that part of a calendar year following the date when control of the storage conditions was lost.
1.6 The Culture Collections has no way of assessing the commercial value of the Deposited Material. Therefore, the determination of such value and the responsibility for insurance or other financial protection of the Deposited Material shall be the sole responsibility of the Depositor.
1.7 The Culture Collections undertakes to give at least three months written notice, to each depositor, of any change to the annual costs of renting safe deposit space.
1.8 The Culture Collections cannot accept any instruction to destroy or dispose of any Deposited Material. In the event a customer wishes to terminate a Safe Deposit it should request return of the Deposited Material, from the Culture Collections, for disposal on its own premises. In such a case it shall be the responsibility of the Depositor to verify that the correct Deposited Material has been returned, prior to disposal.
1.9 Non-payment of an annual invoice from the Culture Collections issued pursuant to Article 3.7 will be considered abandonment of the Deposited Material. The Culture Collections will make a good faith effort to contact the Depositor by all available means, including registered mail. Final notification will be given by registered mail of the date on which the Deposited Material will be removed from storage and destroyed, if no response has been received.
The Culture Collections accepts no responsibility for loss of material destroyed by the Culture Collections because of abandonment by the Depositor.
1.10 The Culture Collections reserves the right not to accept any Material that is shipped in contravention of these Terms and Conditions or otherwise cannot be stored for reasons of safety, labelling, or any incompatibility with the Culture Collections Safe Deposit system. In such a case the Culture Collections will arrange, with the Depositor, to return the Material to the Depositor at cost to the Depositor. (See Article 2.1 below.)
1.11 Depositors shall be granted the right to audit the Culture Collections Safe Depository following a written request that is supplied at least four (4) weeks in advance. Following such a request the Parties shall agree a mutually convenient date. The minimum interval between audits by the same Depositor shall be 24 months except in the event that a return visit is necessary to confirm the implementation of a significant corrective action.
1.12 These Terms and Conditions and any agreement between the Depositor and the Culture Collections shall be governed by and construed in accordance with English law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.
2. Undertakings of Depositor
The Depositor undertakes to:
2.1 Provide advance information, before shipping strains for Safe Deposition, of:
(i) the number of distinct types of organism (strains) to be deposited
(ii) the number of ampoules of each strain
(iii) the type of ampoule as the Culture Collections need to approve that the ampoule will fit into the relevant storage system.
(iv) the identity and the test status of each strain
(v) the biohazard risk assessment of each strain and Material Safety Data Sheet if appropriate.
Failure of the Depositor to provide the above information in advance may lead to the material being destroyed for safety or security reasons.
2.2 Clearly label each ampoule using a printed label sufficiently robust enough to withstand the relevant conditions of storage e.g. liquid nitrogen-resistant labelling system for cell lines.
2.3 Supply a completed Culture Collections Safe Deposit Form with each shipment. This form can be printed from the Culture Collections website.
2.4 Provide sufficient replicate ampoules to enable the viability of the Deposit to be monitored in whatever manner might be agreed between the Parties. (See Article 1.4 above.)
2.5 Ship ampoules to the Culture Collections under conditions that will maintain the viability of the Deposited Material during transport. The Culture Collections can offer advice about appropriate transport conditions on request.
2.6 Nominate Contact Persons that are authorised to represent the wishes of the Depositor, and to whom all correspondence can be addressed.
2.7 Place any request for removal of Deposited Material in writing, signed by an authorized Contact Person.
2.8 Provide a purchase order to the value outlined in the annual report (see section 3.7) pay subsequent invoice within 30 days of issue.
3. Undertakings of the Culture Collections
The Culture Collections undertakes to:
3.1 Provide a current scale of charges, together with information on the different types of storage available, prior to acceptance of any new Safe Deposit.
3.2 Locate all Deposited Material at appropriate temperature storage on the day of receipt.
3.3 Record strain identity, number of ampoules, date of storage and locations on paper copy location plans and electronic database.
3.4 Set up a Customer File to include: inventory details, test results, stock movements, withdrawal requests, shipping details, correspondence and invoice history.
3.5 Store the deposits under conditions that are controlled as follows:
(i) Secure premises with access restricted to authorised personnel.
(ii) A dedicated, controlled Safe Deposits storage vessel that is temperature monitored and maintained.
(iii) Constant, automatic temperature monitoring of the storage vessel. The temperature maintenance history can be downloaded and analysed for any specified period. The temperature will be maintained between defined limits relevant to type of storage used:
3.6 Advise the Depositor, in writing, of any event such as a significant temperature fluctuation that may compromise the Deposited Material. Such advice to be communicated within five working days of the event.
3.7 Supply a written report, to the Depositor, each calendar year. This report to include:
(i) A full inventory of Deposited Material belonging to the Depositor
(ii) A history of any stock movements where relevant or where depositor was not previously informed
(iii) A statement outlining the storage fees applicable for the forthcoming year.
On receipt of a purchase order the Culture Collections will issue an invoice for the Safe Deposit storage fees applicable during the upcoming calendar year. Payment terms shall be 30 days from the invoice date. Statutory interest will be charged on any sum not paid on the due date.
3.8 Keep confidential all information relating to Deposited Material.
Effective from 01 March 2016
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