General terms and conditions
JAX® Mice, Product & Services
The Jackson Laboratory, its authorized distributors and affiliates (“Jackson” or “JAX”), will provide the Products and Services described in the Jackson order acknowledgment, product or service catalog (including online), quotation, protocol, or statement of work (“SOW”), as applicable, and Customer will purchase or otherwise obtain the Products and Services subject to these general Terms and Conditions (“Terms and Conditions”) unless otherwise expressly agreed in a separate writing between Jackson and Customer. These Terms and Conditions will also apply to all future purchases of Products and Services by Customer.
(1) Binding Character
1.1 Customer’s acceptance of delivery of Products or Services will be deemed agreement to these Terms and Conditions. Any and all terms and conditions (including any which may be delivered by Customer with any purchase order or other commercial document) which are different than or inconsistent with or supplement these Terms and Conditions are hereby rejected unless otherwise expressly agreed to by Jackson in writing.
(2) Permitted Use
2.1 “Contract Research Organization” or “CRO” Customer means a for-profit or non-profit organization that performs scientific and research services on a fee-for-service basis for the benefit of a third-party customer.
2.2 “Customer” means any person or entity that purchases or otherwise obtains directly or indirectly Jackson Products or Services.
2.3 “Materials” means biological materials, other than live Mice, supplied by Jackson and including any derivatives thereof.
2.4 “Mice” means mouse strains supplied by Jackson; their unmodified progeny or descendants of any kind and biological materials derived therefrom, including, but not limited to, cells, tissues, gametes and embryonic stem cells. Mice also includes any progeny resulting from cross-breeding of two or more Mice strains together as well as their unmodified descendants and any biological materials derived therefrom.
2.5 “Modified Mice” means mouse strains produced by
(a) breeding Jackson Mice with mouse strains other than Jackson Mice or
(b) otherwise introducing into Jackson Mice one or more heritable genetic mutations through genetic engineering of any kind resulting in a measurable or observable phenotypic change, as well as their progeny, descendants and any biological materials derived therefrom including, but not limited to, cells, tissues, gametes and embryonic stem cells or
(c) modifications through use of somatic transgenesis resulting in a measurable or observable phenotypic change.
2.6 “Non-CRO Customers” means a for-profit or non-profit organization that will use the Products for Customer’s internal research as described below, and will not use Products to perform scientific and research services on a fee-for-service basis for the benefit of a third-party customer.
2.7 “Products” means Mice, Modified Mice, and/or Materials.
2.8 “Services” means projects conducted by Jackson for Customer that may include the use, development, or delivery of Products.
2.9 Customer will use Products in a safe manner and in accordance with all applicable laws and regulations. For Products that may include human derived materials, Customer represents and warrants that it will not make any attempt to identify the donor of the material.
(3) Additional Terms and Conditions
3.1 Jackson serves as a central repository for thousands of strains of mice, many of them donated by other institutions and organizations. As a result, many of the Products are subject to terms and conditions that are in addition to these general Terms and Conditions. These additional terms and conditions may be set forth in a separate rider, label use license, commercial use agreement, material transfer agreement, or letter notice. Information on additional terms and conditions for specific Products can be searched at https://www.jax.org/mouse-search. Customer agrees to be bound by any additional terms and conditions applicable to specific Products. The terms and conditions referenced herein and available on the Jackson website are limited to those of which Jackson has knowledge. It is the responsibility of Customer to obtain any licenses or third-party approvals necessary for the provision of Products or Services and related deliverables.
3.2 Products created using CRISPR technology are subject to two separate license agreements, one with the Broad Institute, Inc., and one with Caribou Biosciences, Inc., that contain certain terms and conditions. Customer agrees to be bound by the terms and conditions set forth in these license agreements found at https://www.jax.org/about-us/legal-information/licenses for such Products.
(4) Non-CRO JAX Customers
4.1 Non-CRO Customers represent and warrant that all Products purchased from Jackson will be used solely for Customer’s internal research. For Products subject only to these Terms and Conditions, Customer internal research may include:
(a) breeding of Mice, or crossbreeding or genetic engineering of any kind leading to Modified Mice, provided that any resulting strain shall be subject to these Terms and Conditions;
(b) transfer of Modified Mice to a CRO to provide any services, including breeding or crossbreeding services, solely for the benefit of Customer;
(c) transfer of Modified Mice to a non-CRO research collaborator or other recipient for the research collaborator’s or other recipient’s internal research use; or
(d) transfer of Mice to a CRO to provide services other than breeding or crossbreeding solely for the benefit of Customer, provided that all transfers of Modified Mice or Mice as set forth above are subject to the transfer process set forth below.
4.2 Please note that the rights set forth in items #b or #d are not available if:
(a) The Customer or CRO the Customer is proposing to use, is located in (Albania, Austria, Belgium, Bosnia-Herzegovina, Bulgaria, Croatia, the Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Japan, Luxembourg, Korea, Macedonia, Montenegro, the Netherlands, Norway, Poland, Portugal, Serbia, Slovenia, Spain, Sweden, Switzerland, Taiwan, and the United Kingdom) and;
(b) The Customer is using one of the following Strains, or have created Modified Mice using one of the following Strains (Jax Strain ID 000632, 000635, 000642, 000646, 000651, 000656, 000664, 000665, 000670, 000671, 000686, 000711, 001026, 001303, 001976, 002052, 005557, 007799, 034860, 100006, 100010, and 100011).
(5) CRO Customers
5.1 Customers that are CROs represent and warrant that any Mice purchased from Jackson (or an authorized distributor) or provided by a Customer will be used to provide services solely for the benefit of the CRO customer. Customers that are CROs may, at the request of their customer, breed or crossbreed Mice, if needed only for the purpose of obtaining zygotes to generate a Modified Mouse, which CRO may breed or crossbreed at the request of the customer. Except as set forth herein, Customers that are CROs may not breed or crossbreed Mice or replicate or expand Materials without the prior written permission of Jackson.
(6) Transfer Process
6.1 Transfers of Mice or Modified Mice are permitted as set forth above, provided that the JAX Customer represents and warrants that it will confirm that the transferee is a current JAX Customer and, if the transferee is not a current JAX Customer either;
(a) enter into a written material transfer agreement with the transferee prior to any such transfer which contains terms at least as restrictive as these Terms and Conditions and in any event shall expressly prohibit the transferee from using such Mice or Modified Mice for Commercial Purpose as defined below; or
(b) contact JAX at email@example.com for assistance in facilitating an appropriate transfer.
(7) Prohibition on Commercial Purposes
Except as set forth above, Customer shall not sell, transfer or make available to a third party the Products or Services for Commercial Purposes without the prior written approval of Jackson. “Commercial Purposes” means any activity for cash or other consideration including, but not limited to:
(a) use of the Products or their components or materials made using the Products or their components in manufacturing or for clinical, therapeutic, diagnostic or prophylactic purposes or
(b) resale of the Products or their components or materials made using the Product or their components, except by licensed distributors of Jackson, whether or not resold for use in research. To the extent that Jackson owns or controls (with the right to sublicense) intellectual property rights applicable to the Products, these rights are licensed to Customer on a limited, revocable, non-exclusive, non-transferable, and non-sublicensable basis for the internal uses expressly set forth herein.
8.1 Customer understands and acknowledges that Jackson is a non-profit scientific research institution and the publication and sharing of scientific knowledge into the development and characterization (both genotypic and phenotypic) of mice used in biomedical research is critical to Jackson’s mission. Accordingly, Jackson shall have the right to control, use, and to publish any new information it may learn that relates to mouse husbandry, breeding, genetics, mutations, biology; mouse model creation methods, techniques and processes; and Jackson’s experimental designs (all such information hereinafter referred to as “Mouse Development Research”) in the course of supplying Products or performing Services. The cumulative knowledge of Mouse Development Research is shared by Jackson with researchers around the world through Jackson’s scientific presentations, technical information services, Web-accessible databases, printed literature and publications, and training programs. However, unless otherwise agreed to in writing by Customer, Jackson may not disclose to third parties or otherwise publish any data or information that is confidential information.
9.1 Unless otherwise agreed to by the parties, prices will be as per the price list on the day of delivery, and do not include Taxes, packaging, insurance, or shipment expenses. Jackson may modify the price list from time to time without notice. Customer will pay Jackson as set forth in the order confirmation or invoice. All invoices are due and payable thirty (30) days from the date of the invoice and Customer agrees to pay all invoices submitted. All amounts not paid by Customer when due will accrue interest from the due date until paid, at the highest rate permitted under applicable law. Jackson may also elect to cease or suspend the supply of Products and any work on the Services or withhold required reports or other deliverables if Customer does not make payment when due and payable.
9.2 If in the judgement of Jackson, Customer’s financial condition is precarious or there has been a material adverse change in Customer’s financial condition, Jackson will have the right to demand payment or other assurances which it deems adequate before providing any Products or Services.
10.1 For purposes of this Agreement, “Taxes” shall mean taxes, levies, duties or similar governmental assessments of any nature, including but not limited to, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever. Customer is responsible for paying all Taxes or other charges imposed by law with respect to the import, export, sale or use of the Products or Services purchased hereunder. If Jackson has a legal obligation to pay or collect Taxes for which Customer is responsible under this section, Jackson will invoice Customer and Customer will pay that amount unless Customer provides Jackson with a valid exemption certificate authorized by the appropriate taxing authority. The Parties will work together to avoid any withholding Tax if exemptions, or a reduced domestic or treaty withholding rate, are available. If Jackson qualifies for a Tax exemption, or a reduced treaty withholding rate, Jackson will provide Customer with reasonable documentary proof. Customer will make commercially reasonable efforts to notify Jackson of any withholding Taxes against payment to Jackson sufficiently in advance so as to allow Jackson to provide or apply for any eligible withholding tax exemptions prior to remittance. In the event that Customer must withhold any Taxes prior to remittance, Customer will provide Jackson reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.The Parties agree to cooperate with each other on Tax matters.
(11) Shipping and Related Costs
11.1 Risk of loss and title to the Products will pass to Customer once the Products leave Jackson’s facility or are delivered to a common carrier, as applicable. Customer will not without the prior written consent of Jackson return Products or shipping containers to Jackson.
(12) Customer Materials
12.1 Customer will provide Jackson with sufficient amounts of compounds, materials, animals, substances, devices, and protocols meeting relevant specifications, including health and genetic data (“Customer Materials”) with which to perform the Services. Customer will provide Jackson with complete and accurate data to inform Jackson of the identity, strength, purity, stability, composition or other characteristics, proper storage, and safe handling requirements of the Customer Materials, including a material safety data sheet or equivalent documentation. All costs associated with shipping the Customer Materials to Jackson will be the responsibility of Customer. Jackson will not be responsible for any loss, damage, or destruction of the Customer Materials unless cause by the gross negligence or intentional misconduct of Jackson. All Customer Materials used in connection with the Services will remain the property of Customer.
(13) Reports and Data
13.1 Jackson will keep accurate and complete records of the status and progress of the Services if, and as required by the SOW. Jackson will furnish a report or data containing information as specified in the SOW. All reports will be prepared in the standard format of Jackson. All data and reports generated by Jackson in the performance of Services shall be owned by Customer.
14.1 Upon reasonable advance written notice and during regular business hours, Jackson will permit Customer to visit the Jackson facilities where the Services are performed to observe and monitor Jackson’s performance of the Services, in compliance with Jackson’s biosecurity measures and business requirements. Jackson will notify Customer as soon as practical of any regulatory inspection of Jackson’s facilities that directly impacts the Services provided to Customer.
(15) Customer Warranty
15.1 Customer warrants that it owns all rights, title, and interest in the Customer Materials and intellectual property related thereto, and that Jackson’s use of the Customer Materials does not infringe any third-party rights.
(16) Jackson Limited Warranty and Disclaimer
16.1 Jackson represents and warrants that at the time of delivery the Products shall conform to Jackson’s model number and sex listed on the Jackson packing list accompanying such Products. Customer shall visually inspect the Products upon delivery. Health or quality control issues which can be noted upon visual inspection shall be reported to Jackson in writing within three (3) business days following delivery of the Products. In the event Customer submits written notice of health or quality control problems to Jackson within three (3) business days following delivery, Jackson’s policy on credits for live Mice shall apply. If no written notice of health or quality control problems is received by Jackson within three (3) days of delivery, then the Products will be deemed accepted in terms of health and quality control issues that can be observed upon visual inspection.
16.2 Jackson has rigorous genetic quality control and mutant gene genotyping programs to ensure the genetic background of Mice strains as well as the genotypes of strains with identified molecular mutations. The phenotype of each strain, however, may not be fully characterized or captured in the strain data sheets. Therefore, we cannot guarantee a strain's phenotype will meet all Customer expectations. To ensure that Mice will meet the needs of individual research projects or when requesting a strain that is new to your research, Jackson recommends ordering and performing tests on a small number of Mice to determine suitability for your particular project.
16.3 PRODUCTS PROVIDED AND USED IN THE PERFORMANCE OF SERVICES AND THE SERVICES PEFORMED BY JACKSON ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED "AS IS." JACKSON MAKES NO REPRESENTATIONS REGARDING THE PRODUCTS SUPPLIED OR SERVICES PERFORMED AND EXTENDS NO WARRANTIES TO CUSTOMER OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NON-INFRINGEMENT OF ANY PATENT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS. JACKSON DOES NOT WARRANT OR REPRESENT THAT THE RESULTS OF THE SERVICES WILL BE ACCEPTABLE TO ANY REGULATORY OR GOVERNMENTAL AGENCY NOR THAT THE RESULTS OF THE SERVICES WILL ENABLE CUSTOMER TO FURTHER DEVELOP, MARKET OR OTHERWISE EXPLOIT THE CUSTOMER MATERIALS OR ANY OTHER PRODUCT OR SERVICE.
(17) Limitation of Liability and Credit for Products or Services
17.1 In no event shall Jackson, its trustees, directors, officers, employees or affiliates be liable for any penalties or liquidated damages, or for any direct, indirect, special, consequential, punitive, exemplary, or incidental damages of any type or kind, regardless of whether any such losses or damages are characterized as arising from breach of contract, breach of warranty, tort, negligence, strict liability, or otherwise. Unless prohibited by law, in purchasing or receiving Products or Services from Jackson, purchaser or recipient, or any party claiming by or through them, expressly releases and discharges Jackson from all such causes of action or damages.
17.2 If, within thirty (30) days of receipt of Products or Services, Customer notifies Jackson in writing that a Product or Service provided does not conform with the specification contained in the applicable SOW, Jackson will, at its option, provide Customer with a credit or replacement for the Product received or Service provided. Jackson makes no other representations and this shall be the exclusive remedy of Customer with respect to Products and Services provided by Jackson. The foregoing shall be subject to Jackson’s policy applicable to live mice at https://www.jax.org/jax-mice-and-services/customer-support .
17.3 In no event, will Jackson be liable for an amount which exceeds the total price paid as reflected in the SOW for the particular Product or Service. For the avoidance of doubt, in no event shall Jackson be liable for any damages arising from, or in connection with:
(a) any decision by Customer or any third party to further research, develop or market Customer Materials or any derivative or product or service related thereto, or
(b) the use of Products, the results of Services or Customer Materials.
18.1 To the extent permitted by applicable law, Customer will defend, indemnify, save, and hold harmless Jackson, its parent and affiliates and their respective directors, officers, and agents from and against any claims, demands, suits, actions, causes of action, losses, damages, fines, and liabilities, including reasonable attorney, expert and other professional fees (“Claim”) arising out of or in connection with
(a) the research, development, manufacture distribution, use, sales or other disposition by Customer, or any distributer, collaborator, or agent of Customer, of the Customer Materials, and/or any other substances upon which the Services were performed, or any use made of the Products or Services,
(b) any infringement of any third party's intellectual property rights or unauthorized use or misappropriation of its know-how or trade secrets,
(c) Customer’s negligence, willful misconduct, or breach of this agreement, or
(d) Customer’s use of any data, information, results, or materials generated by Jackson in the performance of the Services.
19.1 Each party will have insurance sufficient to cover its interest or potential liabilities hereunder including, but not limited to, worker’s compensation, if applicable, and comprehensive general liability.
20.1 In the course of providing Products or performing Services, Jackson and Customer may exchange proprietary and confidential information. Each party will use its commercially reasonable efforts to maintain such information in confidence and will employ reasonable and appropriate procedures to prevent its unauthorized disclosure. Neither party will use the other party’s proprietary and/or confidential information other than as necessary to provide the Products or perform the Services. These obligations of confidentiality will survive termination or expiration of the Terms and Conditions for a period of five (5) years. These confidentiality provisions will not apply to any information, which
(a) is known to the receiving party at the time it was obtained from the disclosing party;
(b) is acquired by receiving party from a third party, and such third party did not obtain such information under an obligation not to disclose;
(c) is or becomes in the public domain other than by violation of these Terms and Conditions by the receiving party;
(d) is independently developed by the receiving party without reference to or reliance upon the information provided by the disclosing party; or
(e) is required to be disclosed by the receiving party to comply with applicable laws; provided that the receiving party provides prompt written notice of such disclosure to the disclosing party and cooperates with the disclosing party’s reasonable and lawful actions to avoid and/or minimize the extent of such disclosure, at the disclosing party’s expense.
(21) Force Majeure
21.1 Except with respect to the payment of any amount due hereunder, neither party will be in default of any obligation to the extent that the performance of such obligation is prevented or delayed by fire, flood, earthquake, hurricane, explosion, disease, contamination, strike, acts of terrorism, war, insurrection, embargo, government requirement, civil or military authority, animal activism, act of God, or any other event, occurrence or condition which is not caused, in whole or in part, by that party, and which is beyond the reasonable control of that party.
(22) Governing Law and Dispute Resolution
22.1 For Customers in locations other than the Peoples Republic of China, the Customer hereby acknowledges and agrees that any dispute arising from or relating to the sale of Products, or the performance of Services, including a Customer’s breach of these Terms and Conditions with respect to the use of Products (“Dispute”), shall be governed by the laws of the State of Maine, excluding the United Nations Convention on the International Sale of Goods and without reference to conflicts of laws principles. The Customer further acknowledges and agrees that all Disputes shall be adjudicated before a federal or state court located in the State of Maine, and Customer hereby submits to the exclusive jurisdiction of such federal or state courts with respect to any action or legal proceeding commenced by Jackson or Customer regarding a Dispute. Customer hereby irrevocably waives any objection that Customer may have regarding the venue for such Disputes, including any objection that such courts in the State of Maine are an inconvenient forum.
For Customers located in the Peoples Republic of China, any dispute arising from the sale of Products or performance of Services, including a Customer’s breach of these Terms and Conditions with respect to the use of Products or results of Services (“Dispute”), shall be governed by the laws of the State of New York, United States of America, excluding the United Nations Convention on the International Sale of Goods and without reference to conflicts of laws principles. All Disputes shall be arbitrated, solely in English, under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Singapore.
(24) Additional Terms for Certain Products or Services
24.1 The foregoing represents the general Terms and Conditions applicable to Jackson Products and Services. In addition, special terms and conditions of sale of certain Products or Services may be set forth separately in Jackson web pages, catalogs, price lists, contracts and/or other documents, and these special terms and conditions shall also govern the sale of these Products and Services by Jackson, and by its licensees and authorized distributors.