Terms of Service
- Absorption Systems shall carry out the testing described in the completed Assay Data Sheet on-line Order Form. Services are subject to the terms and conditions herein for Express Plus ADME Assays. Provisions of any existing contract between Absorption Systems and the Sponsor shall take precedence over any inconsistent terms and conditions of this order.
- Payment by credit card is accepted; registered Sponsors may submit a purchase order number. Payment terms are net thirty (30) days (in U.S. dollars) from issue date of invoice. Sponsor is responsible for all bank charges assessed by the originating bank associated with payment of invoices by wire transfer or other electronic means. Any invoice for which payment is not received by Absorption Systems within thirty (30) days of issue date of invoice is subject to interest of 1.5% per month until paid. Sponsor will also be responsible for payment or reimbursement to Absorption Systems for any legal fees and costs incurred in efforts to collect such delinquent account.
- If there are any problems with:
- the Sponsor test compound,
- the formulation prepared by the Sponsor, or
- the recipe sent by the Sponsor that is to be used by AS to prepare a formulation for dosing,
then the Sponsor can be charged for additional expenses.
- Sponsor shall comply with all applicable laws and regulations related to transmittal of samples to Absorption Systems’ laboratories in Exton, Pennsylvania.
- All test articles and information transmitted, exchanged, and generated between Sponsor and Absorption Systems are the sole property of the Sponsor. Absorption Systems will not use such property for any purpose other than the work specified herein and shall not disclose such property to any third party.
- Reports will be sent to the Sponsor in the portable document format (‘pdf’) with compliant electronic signatures and reference numbers of the archived files. The reports will be delivered through our secure website. Other file formats, including but not limited to xml, docx, xlsx, csv, rtf, txt, and wiff, will be delivered without electronic signatures.
- Absorption Systems’ Electronic Data Transfer Policy: Reports include only results. For security purposes, all raw and processed data in Absorption Systems are maintained in a closed system and are not accessible via direct web links.
- Absorption Systems makes no warranties with regard to work done other than it will do the word pursuant to good scientific practices. Absorption Systems makes no express or implied warranties or merchantability or fitness for a particular purpose of any work performed or information or products supplied by it. In no event shall Absorption Systems be liable to the Sponsor for any incidental or consequential damages. In no event shall Absorption Systems’ liability, if any, for damages relating to or arising out of this order exceed the fees paid to Absorption Systems under this order. Absorption Systems shall have no liability to the Sponsor in the event of failure to deliver testing data when due because of war, fire, flood, civil or labor unrest, accident government action, or other contingencies beyond its control.
- Indemnification by Sponsor. Sponsor will indemnify, defend, and hold harmless Absorption Systems against and from any third party liability, damage, loss, expense, claims, suits, actions, demands or judgments including reasonable attorney’s fees and expenses of litigation (‘Loss(es)’) incurred by or imposed upon Absorption Systems to the extent arising from or related to (i) Sponsor’s negligence or willful misconduct, or (ii) Sponsor’s failure to comply with all relevant laws, regulations, and rules of any competent regulatory authority. However, Sponsor’s obligation to indemnify, defend, and hold harmless Absorption Systems will not apply to the extent any Loss arises from or relates to (A) any willful misconduct, negligent act of omission of Absorption Systems, or (B) a failure by Absorption Systems to comply with all relevant laws, regulations, and rules of any competent regulatory authority.
- Indemnification by Absorption Systems. Absorption Systems will indemnify, defend, and hold harmless Sponsor against and from any third party Loss incurred by or imposed upon Sponsor to the extent arising from or related to (i) a failure by Absorption Systems to adhere to the study conditions of the Assay Data Sheet on-line Order Form, (ii) Absorption Systems negligence or willful misconduct (iii) Absorption Systems’ failure to comply with all relevant laws, regulations, and rules of any competent regulatory authority. However, Absorption Systems’ obligation to indemnify, defend, and hold harmless Sponsor will not apply to the extent (A) any Loss that arises from negligence or willful misconduct of Sponsor, or (B) failure by Sponsor to comply with all relevant laws, regulations, and rules of any competent regulatory authority.
- Unless Absorption Systems is authorized in writing by the Sponsor to return any remaining Sponsor Test Article(s), they will be destroyed. If Sponsor indicates in writing that they would like the Sponsor Test Article(s) returned to Sponsor, the Sponsor will incur will incur the associated shipping costs and expenses. Absorption Systems will not be responsible for damages of any nature which may arise from returning Sponsor Test Article(s).
For purchasers/users of the ADME Profiler data set, the additional terms apply:
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