Standard Terms and Conditions for Chemical Libraries and Discovery Compounds

Legal

Title. ChemDiv retains title and reserves all rights to its Discovery Collection©, Discovery outSource® and Chemistry on Demand® Compounds (“Compounds”) except as provided herein. ChemDiv grants the Purchaser a royalty-free, worldwide license for any commercial use of its Compounds, except for the right to sell, transfer, or grant any sublicense or right to use to Third Parties. Purchaser will have the title and unrestricted rights for any derivative compound in any field of use.

No Infringement. ChemDiv has no knowledge that the transfer to and use by the Purchaser of any delivered Compounds will violate any Patents which have been issued, or that other proprietary rights of any Third Party would be infringed by the manufacture, use, sale or distribution of the Compounds.

Indemnification. Purchaser agrees to indemnify, defend and hold harmless ChemDiv from and against any loss, damage, or liability, including interest and penalties and reasonable attorney’s fees, and any claim, complaint, suit, proceeding or cause of action against ChemDiv resulting from or arising out of the Purchaser’s use of the Compounds supplied by the ChemDiv.

No Resale. The resale, grant, gift, transfer or trade of the Compounds in whole or part, or any associated data, to any Third Party is prohibited without the express written consent of ChemDiv.

Contacts: For any questions concerning these Terms of Use, contact ChemDiv Inc at [email protected]

Selection and handling

– All Compounds will be selected “representatively” from the diverse population of over 3,500,000 structures received from our Research Network and from our feasible chemistry space of over 109 structures utilized in Chemical Diversity’s parallel synthesis program.

– The initial thresholds for drug-like selection are established using searches driven by Chemical Diversity’s proprietary “MedChem relevance criteria”, given as a set of rules and filters for substructure and physio-chemical properties.

– Diversity and rational target driven rules designed to fill “chemistry space voids” and to maximize “best fit” criteria are used to select compounds from the Discovery Chemistry Collection using our proprietary ChemosoftTM software package.

– Compounds are stored in our computerized 0-4C refrigerated storage facilities. Compounds are bar coded and labeled a proprietary Oracle based network inventory system which eliminates virtually any possibility of sample mishandling whether in mini tubes, plates or vials.

Quality Control and Analysis

– Chemical Diversity conducts rigorous quality control testing on 100% of the Compounds, provides Customer with all analytical data, including interpreted nuclear magnetic resonance imaging spectra or LC MS spectra for each structure and formatted as a database of .tif or .jpg images, in CD ROM format, on any Compounds shipped to the Customer. Optional C13 or IR spectroscopy is available for dedicated study of particular cases.

Databases and Information Regarding Compounds

– Chemical Diversity provides ISIS2 Compatible Database access to the chemical structures of small molecule Compounds in our available compound collection in the following options:

–   quarterly updated CD ROM,

–   quarterly updated secure FTP

(i)   We provide an ISIS Compatible sd file with all shipments. The standard data file contains our catalog ID number, 2d structure of the compound, Molecular Weight, exact quantity, position of the compound in the box (for vials) or in the plate (for microtiter plates). Customized modification of electronic data files is available for any platform and data system.

At customer’s discretion, electronic correspondence concerning project status, structure data and databases can be accommodated using 256-bit TLS encrypted email. Structure and compound databases can be transmitted using secure FTP.

(ii)  ASCII tab or comma delimited plate maps are available on CDROM with all shipments of microtiter plates or combination sets of vials and microtiter plates.

(iii) Database of .tif format spectra for shipped compounds is available on CD ROM

(iv)       Results of research on drug-like and diversity properties of the Discovery Collection are available through papers posted at www.chemdiv.com.

Formats

– Compounds can be formatted in standard 4mL Kimble/Kontes (cat. #60815-1545/ NS cat. #C4015-2 or equivalent) amber glass vials with teflon-lined plastic screw caps (cat. #73802-13425 / NS cat. #B7815-13 or equivalent) .

– Vials are packaged in standard carton boxes with dividers and foam as 96 pcs per box. The map of their location is reflected in the attached electronic data.

– If a small number of compounds or a sample batch is shipped in vials, they are packaged in the Chemical Diversity standard plastic containers — 4 vials per container.

– Compounds can be prepared as dry powder or DMSO solutions in standardized milligram/micromolar formats in 96 or 384 well (solution only) plates.

– Any choice of custom sets of multiple plate formats or plates plus vial formats are available.

– Some of the standard 96 well formats available include:

Matrix Technology or National Scientific 96 deep 1.4 or 1.1mL PP round bottom well mini tube racks (Matrix Technology cat. #4247 latch racks with 1.4ml tubes) sealed by 96 well plug seal cap mats (Matrix Technology cat. #4430 capmats) or 8 well cap strips (Matrix Technology cat. #4413 cap strips)

– The accuracy of compound weights prepared in mini tube racks is +/- 0.2mg.

– Formats composed of multiple identical sets (up to 8 child sets) are available.

– Each microtiter plate/vial is labeled with a unique plate identifier and can be bar-coded according to Customer’s requirements using either the 129 or 3 of 9 bar coding systems.

Re supply of Original Compounds (RBSS)

– If the Customer needs additional quantities of any previously delivered Compounds, the Customer will notify Chemical Diversity of the additional quantities needed and the format in which such quantities are to be supplied. Chemical Diversity shall use its retained backup sample system (RBSS) to supply such additional quantities of such Compounds to Customer or reproduce the Compound by re-synthesis. Chemical Diversity will confirm the stock availability of Compounds and the terms of re-synthesis, if necessary, within 1 and 3 working days respectively.

Terms of delivery

– Compounds for small selections (<100 items) are shipped on the next business day upon the confirmation of Customer’s Purchase Order (PO). Any larger selection of Compounds will be shipped within 1-3 weeks after the confirmation of the Customer’s Purchase Order.

– Unless otherwise agreed by Chemical Diversity and Customer, all shipments of Compounds shall be FCA Moscow via international courier service or FCA San Diego via US domestic courier service, to the Customer’s specified delivery location. Freight for FCA delivery will be added to invoices. Customer may also choose DDP (duty paid) terms. Freight, insurance, EX-IM duties, and a handling fee will be added to invoices. Handling fees depend on the format and shipping containerage required. Any deviation from these INCOTERMS requires explicit written acceptance of alternative terms by Chemical Diversity.

– Chemical Diversity will supply the Customer with analytical and electronic inventory data with each shipment.

– All Compounds shall be packaged with plastic foam for each plate/box of vials. Each plate/box of vials shall be sealed separately, bar coded and labeled according to the Customer requirements. Each box in the shipment will be labeled with the Customer and Chemical Diversity address and proper handling marks (TOP, BOTTOM, FRAGILE, HANDLE WITH CARE).

– After dispatch of shipments, Chemical Diversity will notify the Customer of the courier tracking number, total number of shipped samples, number of boxes and other relevant information for each particular shipment.

Payment terms

Invoices are issued on shipment unless alternative terms are negotiated. In consideration of Chemical Diversity delivery of Compounds against the Customer’s PO, Chemical Diversity invoices are to be paid within 30 days from shipment date and not from the date the goods are received. Customer is responsible for any bank charges imposed for payment processing; add your bank’s and any intermediate bank handling/processing fees to your payment amount. ChemDiv will invoice any short payment amounts due to Customer’s bank or intermediate bank clearing fees back to the Customer. ChemDiv recommends that you include the bank instruction “CHARGE: OURS” in all electronic payments. At ChemDiv’s discretion, any outstanding balances unpaid on the date when due may be subject to a finance charge of 1 1/2% per month until paid. Customer shall be liable for all legal fees incurred in collecting any unpaid balances.

Purchase Orders should be sent by 1st class mail to:

ORDERS
ChemDiv, Inc.
6605 Nancy Ridge Drive
San Diego, CA 92121-2253
Tel. 1-858-794-4860

And by fax to:

ORDERS
ChemDiv, Inc.
Fax. 1-858-794-4931

Databases and Information Regarding Compounds

- Chemical Diversity provides ISIS2 Compatible Database access to the chemical structures of small molecule Compounds in our available compound collection in the following options:

-   quarterly updated CD ROM,

-   quarterly updated secure FTP

(i)   We provide an ISIS Compatible sd file with all shipments. The standard data file contains our catalog ID number, 2d structure of the compound, Molecular Weight, exact quantity, position of the compound in the box (for vials) or in the plate (for microtiter plates). Customized modification of electronic data files is available for any platform and data system.

At customer’s discretion, electronic correspondence concerning project status, structure data and databases can be accommodated using 256-bit TLS encrypted email. Structure and compound databases can be transmitted using secure FTP.

(ii)  ASCII tab or comma delimited plate maps are available on  CDROM with all shipments of microtiter plates or combination sets of vials and microtiter plates.

(iii) Database of .tif format spectra for shipped compounds is available on CD ROM

(iv) Results of research on drug-like and diversity properties of the Discovery Collection are available through papers posted at www.chemdiv.com.

5. Formats

– Compounds can be formatted in standard 4mL Kimble/Kontes (cat. #60815-1545/ NS cat. #C4015-2 or equivalent) amber glass vials with teflon-lined plastic screw caps (cat. #73802-13425 / NS cat. #B7815-13 or equivalent) .

– Vials are packaged in standard carton boxes with dividers and foam as 96 pcs per box. The map of their location is reflected in the attached electronic data.

– If a small number of compounds or a sample batch is shipped in vials, they are packaged in the Chemical Diversity standard plastic containers — 4 vials per container.

– Compounds can be prepared as dry powder or DMSO solutions in standardized milligram/micromolar formats in 96 or 384 well (solution only) plates.

– Any choice of custom sets of multiple plate formats or plates plus vial formats are available.

– Some of the standard 96 well formats available include:

Matrix Technology or National Scientific 96 deep 1.4 or 1.1mL PP round bottom well mini tube racks (Matrix Technology cat. #4247 latch racks with 1.4ml tubes) sealed by 96 well plug seal cap mats (Matrix Technology cat. #4430 capmats) or 8 well cap strips (Matrix Technology cat. #4413 cap strips)

– The accuracy of compound weights prepared in mini tube racks is +/- 0.2mg.

– Formats composed of multiple identical sets (up to 8 child sets) are available.

– Each microtiter plate/vial is labeled with a unique plate identifier and can be bar-coded according to Customer’s requirements using either the 129 or 3 of 9 bar coding systems.

 

6. Re supply of Original Compounds (RBSS)

– If the Customer needs additional quantities of any previously delivered Compounds, the Customer will notify Chemical Diversity of the additional quantities needed and the format in which such quantities are to be supplied. Chemical Diversity shall use its retained backup sample system (RBSS) to supply such additional quantities of such Compounds to Customer or reproduce the Compound by re-synthesis. Chemical Diversity will confirm the stock availability of Compounds and the terms of re-synthesis, if necessary, within 1 and 3 working days respectively.

7. Terms of delivery

– Compounds for small selections (<100 items) are shipped on the next business day upon the confirmation of Customer’s Purchase Order (PO). Any larger selection of Compounds will be shipped within 1-3 weeks after the confirmation of the Customer’s Purchase Order.

– Unless otherwise agreed by Chemical Diversity and Customer, all shipments of Compounds shall be FCA Moscow via international courier service or FCA San Diego via US domestic courier service, to the Customer’s specified delivery location. Freight for FCA delivery will be added to invoices. Customer may also choose DDP (duty paid) terms. Freight, insurance, EX-IM duties, and a handling fee will be added to invoices. Handling fees depend on the format and shipping containerage required. Any deviation from these INCOTERMS requires explicit written acceptance of alternative terms by Chemical Diversity.

– Chemical Diversity will supply the Customer with analytical and electronic inventory data with each shipment.

– All Compounds shall be packaged with plastic foam for each plate/box of vials. Each plate/box of vials shall be sealed separately, bar coded and labeled according to the Customer requirements. Each box in the shipment will be labeled with the Customer and Chemical Diversity address and proper handling marks (TOP, BOTTOM, FRAGILE, HANDLE WITH CARE).

– After dispatch of shipments, Chemical Diversity will notify the Customer of the courier tracking number, total number of shipped samples, number of boxes and other relevant information for each particular shipment.

8. Payment terms

Invoices are issued on shipment unless alternative terms are negotiated. In consideration of Chemical Diversity delivery of Compounds against the Customer’s PO, Chemical Diversity invoices are to be paid within 30 days from shipment date and not from the date the goods are received. Customer is responsible for any bank charges imposed for payment processing; add your bank’s and any intermediate bank handling/processing fees to your payment amount. ChemDiv will invoice any short payment amounts due to Customer’s bank or intermediate bank clearing fees back to the Customer. ChemDiv recommends that you include the bank instruction “CHARGE: OURS” in all electronic payments. At ChemDiv’s discretion, any outstanding balances unpaid on the date when due may be subject to a finance charge of 1 1/2% per month until paid. Customer shall be liable for all legal fees incurred in collecting any unpaid balances.

Purchase Orders should be sent by 1st class mail to:

ORDERS
ChemDiv, Inc.
6605 Nancy Ridge Drive
San Diego, CA 92121-2253
Tel. 1-858-794-4860

And by fax to:

ORDERS
ChemDiv, Inc.
Fax. 1-858-794-4931


Compounds in this Library: