Terms and Conditions
Carolina Molecular Inc – Terms and Conditions for Molecular Testing Services
Effective Date: May 6, 2025
1. Services Provided
Carolina Molecular Inc (“Carolina Molecular”) offers molecular testing services including, but not limited to, sample preparation, nucleic acid extraction, sequencing, bioinformatics, and data reporting. Services are provided according to project-specific agreements confirmed between Carolina Molecular and the client (“Client”).
2. Client Responsibilities
Clients are responsible for:
- Providing samples that meet Carolina Molecular’s submission guidelines.
- Ensuring all necessary rights, permissions, and consents are obtained for the submitted samples.
- Confirming that submitted samples are non-hazardous, lawful, and free from third-party restrictions.
Carolina Molecular reserves the right to reject samples that do not comply with submission guidelines or safety standards.
3. Project Timelines
Turnaround times provided by Carolina Molecular are estimates only. Actual completion times may vary based on sample quality, project complexity, unforeseen events, or other operational factors. Carolina Molecular is not liable for delays in service delivery.
4. Data Delivery and Storage
Data and reports will be delivered electronically to the Client via secure methods.
Clients must download and verify data promptly, as Carolina Molecular does not guarantee storage of data beyond thirty (30) days after project completion unless otherwise agreed in writing.
5. Intellectual Property Rights
- Client Property: The Client retains ownership of the physical samples submitted and the specific project data generated (e.g., sequencing reads, analysis reports).
- Carolina Molecular Property: Carolina Molecular retains all rights to methods, protocols, analytical tools, and any general improvements or derivative methods developed during service provision.
- Project deliverables are provided for research use only and cannot be used for clinical or regulatory purposes unless otherwise noted on the quotation.
6. Confidentiality
Carolina Molecular agrees to maintain the confidentiality of Client-provided information and project data for a minimum period of five (5) years following project completion.
Exceptions include information that:
- Becomes public through no fault of Carolina Molecular.
- Is lawfully obtained from another source.
- Is required to be disclosed by law or court order.
7. Warranties and Disclaimers
- Carolina Molecular provides services on an “as is” basis without warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.
- Carolina Molecular does not warrant that the data or results provided will meet any regulatory, diagnostic, or clinical requirements unless expressly agreed in writing.
8. Limitation of Liability
To the maximum extent permitted by law:
- Carolina Molecular’s total liability arising out of or related to the services is limited to the total amount paid by the Client for the specific project giving rise to the claim.
- Carolina Molecular shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, data loss, or business interruption.
9. Payment Terms
- Invoices are payable within thirty (30) days of the invoice date unless otherwise agreed.
- Overdue payments may accrue interest at a rate of 1.5% per month (or the maximum permitted by law, if lower).
- Carolina Molecular reserves the right to suspend or terminate services for overdue accounts.
All amounts payable under a quote are exclusive of applicable sales, use, value-added, or other taxes unless noted otherwise. Client shall be responsible for and shall pay all such taxes imposed in connection with the sale or provision of the services, except for taxes based on income. If Carolina Molecular is required by law to collect such taxes, it will invoice Client, and Client shall pay such amounts unless Client provides a valid tax exemption certificate.
10. Sample and Data Handling, Storage, and Disposal
- Carolina Molecular will store physical samples for up to thirty (30) days following project completion unless otherwise arranged.
- Carolina Molecular will store project data for up to two (2) years following project completion of testing unless otherwise arranged, after which the data may be removed in accordance with internal data retention practices.
- After the storage period, samples may be disposed of at Carolina Molecular’s discretion unless the Client has made prior arrangements for return or extended storage (additional fees may apply).
11. Research-Only Use
All services and deliverables provided by Carolina Molecular are intended for research use only and are not suitable for clinical, diagnostic, therapeutic, or regulatory purposes unless otherwise noted on the quotation.
12. Governing Law and Dispute Resolution
- These Terms and Conditions are governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law rules.
- Any dispute arising under these Terms and Conditions will be resolved exclusively through binding arbitration in Wilmington DE, in accordance with the Delaware Rapid Arbitration Act, 10 Del. C. § 5801, et seq. The arbitration shall be administered by AAA and conducted before one arbitrator pursuant to their respective rules and procedures. The award rendered by the arbitrator shall be final and binding, and judgment may be entered on the award in any court having jurisdiction.
13. Force Majeure
Carolina Molecular shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, supply chain disruptions, or governmental actions.
14. Changes to Terms
Carolina Molecular reserves the right to modify these Terms and Conditions at any time. Changes will become effective upon posting on Carolina Molecular’s website or upon written notification to the Client.
15. Entire Agreement
These Terms and Conditions, together with any project-specific statements of work or quotations, constitute the complete and exclusive agreement between Carolina Molecular and the Client regarding the services provided. These Terms and Conditions supersede all prior proposals, negotiations, representations, agreements and understandings between the parties including all terms and conditions contained in any Client-provided purchase orders, and constitutes the complete and exclusive agreement between Client and Carolina Molecular regarding the subject matter hereof. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Carolina Molecular which is not set out in this Agreement. Any reference to a purchase order or similar documentation on an invoice or other acceptance thereof is solely for Client’s convenience in record keeping. No Client-provided documentation received by Carolina Molecular shall be deemed as an acknowledgement of or agreement to any modification of these Terms and Conditions unless explicitly accepted in writing as a modification thereof by Carolina Molecular.
Contact Information:
Carolina Molecular Inc
133 Southcenter Ct, Morrisville, NC 27560
919-421-7778
info@carolinamolecular.com
carolinamolecular.com