ECACC TERMS AND CONDITIONS FOR SAFE DEPOSITS

These Terms and Conditions are applicable to all deposits of cell lines, viruses, bacteria or any organisms (the 'Deposited Material') deposited by any ECACC customer (the 'Depositor'). No change to these Terms and Conditions shall be binding unless agreed in writing by ECACC 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 ECACC. These Terms and Conditions are subject to change by ECACC with a notice of three (3) months.

1. General
   
   

   1.1

   The ECACC 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. ECACC recommends that its safe depository should not be the primary, and only storage site for any Deposited Material unless by special agreement with ECACC.
   
   

   1.2

   The deposits are established on an ongoing basis and shall renew automatically at the beginning of each new calendar year until terminated by either party with a notice of 3 months to the end of a calendar year or until abandoned and destroyed pursuant to Article 1.9
   
   

   1.3

   ECACC 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. The monitoring data will be reported annually to each Depositor, as described in Article 3.7 below.
   
   

   1.4

   However it shall be the responsibility of the Depositor to verify that viable Deposited Material can be resuscitated from the ECACC depository, either by requesting the return of a sample of the Deposited Material or by requesting that ECACC conducts test resuscitations on selected parts of the Deposited Material. The current scale of ECACC charges shall apply.
   
   

   1.5

   ECACC accepts no responsibility for Deposited Material that is found to be damaged or non-viable after storage at its Safe Depository and ECACC 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 ECACC.
   
   

   (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

   ECACC 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

   ECACC shall publish a scale of charges for its safe deposit service by means of its website, CD ROM catalogue and mailing list. This scale of charges may be revised from time to time to reflect changes in the cost of maintaining the service. ECACC undertakes to give at least 3 months written notice, to each depositor, of any change to the annual costs of renting safe deposit space.
   
   

   1.8

   ECACC 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 ECACC, 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 ECACC issued pursuant to Article 3.7 will be considered abandonment of the Deposited Material. ECACC 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. ECACC accepts no responsibility for loss of material destroyed by ECACC because of abandonment by the Depositor
   
   

   1.10

   ECACC reserves the right to not 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 ECACC Safe Deposit system. In such a case ECACC 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 ECACC 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 ECACC 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. Undertaking 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. (Note: the ECACC Safe Deposit inventory system is designed for ampoules of maximum size 1.8ml )
   
   

   (iv)

   The identity and the test status of each strain.
   
   

   (v)

   The biohazard risk assessment of each strain.
   
   
   

   2.2

   Clearly label each ampoule using a liquid nitrogen-resistant labelling system.
   
   

   2.3

   Supply a completed, ECACC Safe Deposit Form with each shipment This form can be printed from the ECACC 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 frozen ampoules to ECACC under conditions that will maintain the viability of the Deposited Material. ECACC can offer advice about appropriate 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 authorised Contact Person.
   
   

   2.8

   Pay the monies due for those services defined in the report supplied by ECACC, as specified in the accompanying invoice . (See Article 3.7)
   
   

3. Undertaking of ECACC
   
   ECACC 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 in a liquid nitrogen storage vessel on the day of receipt, and provide written confirmation of receipt and acceptance of Deposited Material for storage.
   
   

   3.3

   Record strain identity, number of ampoules, date of storage and locations on hard copy location plans and a Safe Deposit 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 mapped.
   
   

   (iii)

   Constant, automatic temperature monitoring of the storage vessel linked to a telemetry alarm system. The temperature maintenance history can be downloaded and analysed for any specified period. The temperature will be maintained at < -135oC at all times.
   
   

   (iv)

   Monitor Control cell lines, stored in the same vessel, that are periodically resuscitated and cultured to confirm that conditions favourable for preserving the viability of Deposited Material have been maintained.
   
   

   (v)

   Logging of all occasions when the storage vessel is opened, together with details of the work performed.
   
   
   

   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 5 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 temperature monitoring record.
   
   

   (iii)

   A history of any stock movements.
   
   

   (iv)

   Results from the examination of Monitor Cell Lines.
   
   The report will be accompanied by an invoice for the Safe Deposit services to be rendered through the forthcoming calendar year. For clarification, payment shall be in advance. 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 the Depositor and Deposited Material. Information, Deposited Material and any intellectual property rights therein shall be and remain the absolute property of the Depositor at all times.