Product Terms of Use

CAMENA BIOSCIENCE LIMITED

TERMS AND CONDITIONS OF SALE

Last updated: May 12th, 2026

Application and Agreement
1. These Terms and Conditions of Sale (the "Terms") govern every quotation issued by, and every order accepted by, Camena Bioscience Limited (company no. 09955243, registered office: Suite 5 Sidney Sussex, Chesterford Research Park, Cambridge, CB10 1XL) ("Camena", "we", "us", "our") for the supply of Products and Services to the customer identified on the relevant quotation, order, or invoice (the "Customer", "you", "your"). Camena and the Customer are each a "Party" and together the "Parties".
2. "Products" means any goods supplied by Camena, including synthetic DNA, oligonucleotides, gene fragments, genes, variable-domain libraries, expression cassettes and any related materials. "Services" means any service supplied by Camena in connection with the Products, including sequence design support, quality control, sequencing, and custom synthesis workflows. "Specifications" means the identity, purity, quantity, format, and (where applicable) the sequence quality and protein expression guarantees set out in Camena’s quotation, order acknowledgement, Certificate of Analysis, or other written materials provided by Camena in respect of the relevant Products.
3. The quotation, the order, any order acknowledgement issued by Camena, and these Terms form the entire agreement between the Parties for the supply in question (the "Agreement"). These Terms apply to the exclusion of any terms that the Customer seeks to impose or incorporate (including any purchase order, confirmation, or trading terms), and any such terms are hereby rejected and have no effect. Camena’s failure to object to any such terms shall not constitute acceptance of them.
4. These Terms do not apply where the Parties have entered into a signed master supply or services agreement covering the Products or Services; in that case the signed agreement controls.
5. No variation to these Terms is binding unless agreed in writing and signed by an authorised representative of each Party. Camena may update these Terms from time to time; the version in force at the date of the relevant quotation shall apply to any order placed against that quotation.
Orders and Acceptance
1. A quotation issued by Camena is an invitation to treat and is valid for 30 days from the date of issue unless otherwise stated. A Customer purchase order constitutes an offer to purchase on these Terms. An order is accepted, and a binding contract formed, only when Camena issues a written order acknowledgement or commences manufacture of the Products (whichever is earlier).
2. Camena may decline to accept any order at its sole discretion, including where the order would fail Camena’s biosecurity screening (see clause 15), where credit is not approved, or where Camena’s production capacity is constrained.
3. Once accepted, an order may only be cancelled or modified with Camena’s written consent. Camena may charge the Customer for any work performed, materials consumed, or reasonable costs incurred up to the point of cancellation.
Prices, Taxes, and Shipping
1. Prices are as stated in the relevant quotation, and are exclusive of VAT, duties, and any other taxes, which shall be added to the invoice at the rate applicable. Camena reserves the right to pass through any documented, material increases in raw-material or shipping costs that arise between quotation and delivery, and to correct any manifest pricing error.
2. Unless otherwise stated in the quotation, Products are delivered DAP (Delivered at Place) Incoterms® 2020 to the delivery address specified by the Customer. Shipping, insurance, handling, and cold-chain fees are charged at cost.
3. Export licences, import duties, customs clearance at destination, and any additional taxes payable on importation are the Customer’s responsibility.
Payment
1. Payment is due in full within 30 days of the date of invoice, unless a different term has been agreed in writing by Camena before the order was accepted. Payment shall be made in the currency stated on the invoice and without deduction, set-off, or counterclaim.
2. If the Customer fails to pay any sum when due, Camena may (without prejudice to any other right or remedy): (a) charge interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate, from the due date until payment is received in full, whether before or after judgment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend further deliveries or the performance of any Services under this or any other order; and (c) recover reasonable costs of collection, including legal fees.
3. All orders are subject to Camena’s credit policy. Camena may at any time require the Customer to provide acceptable security, advance payment, or pro-forma payment as a condition of accepting or continuing to perform an order.
Delivery, Title, and Risk
1. Any delivery or lead-time estimate given by Camena is given in good faith as an indication only and is not a condition of the Agreement. Camena shall not be liable for any loss or damage arising from a delay in delivery, save where such delay is caused by Camena’s gross negligence or wilful default.
2. Risk of loss or damage to the Products passes to the Customer on delivery in accordance with the applicable Incoterm.
3. Legal and beneficial title in the Products passes to the Customer only when Camena has received payment in full (in cleared funds) of all sums owed by the Customer to Camena, whether under this Agreement or otherwise. Until title passes, the Customer shall hold the Products as Camena’s fiduciary bailee, store them separately, and not resell, pledge, or otherwise deal with them. The Customer grants Camena an irrevocable licence to enter its premises to recover Products in which title has not passed where payment is overdue.
Inspection and Acceptance
1. The Customer shall inspect the Products promptly on receipt. Any claim that the Products do not conform to the Specifications, are short-delivered, or are damaged in transit must be notified to Camena in writing within 10 business days of receipt, identifying the order, the affected Products, and the nature of the defect. Failure to notify within this period shall constitute conclusive acceptance.
2. The Customer shall not return any Products without Camena’s prior written authorisation. Camena is entitled to a reasonable opportunity to investigate any warranty claim, including by inspecting the allegedly defective Products.
Product Warranty
1. Camena warrants that, at the time of delivery, the Products shall materially conform to the Specifications when stored, handled, and used under normal laboratory conditions in accordance with any instructions or documentation supplied by Camena.
2. The warranties in this clause 7 do not apply to any Product that has been: (a) used, stored, or handled otherwise than in accordance with the Specifications or Camena’s instructions; (b) modified, combined, or processed by the Customer or any third party; (c) contaminated, damaged, or degraded after risk has passed to the Customer; or (d) used in any application or workflow not anticipated by the Specifications, including any application prohibited by clause 13.
3. Camena gives no warranty that the Products will, in the Customer’s hands or in combination with the Customer’s own materials, achieve any particular outcome or result. Where the Customer supplies sequence designs, templates, vectors, or other materials to Camena, Camena’s warranty is strictly limited to manufacturing in accordance with the Customer’s specification, and does not extend to the suitability, performance, or lawfulness of that specification.
4. Customer’s sole and exclusive remedy for any breach of any warranty in this clause 7 is, at Camena’s option: (a) the re-supply of conforming Products; or (b) a refund of the price paid by the Customer for the non-conforming Products. Camena has no further liability for breach of any warranty in this clause 7.
Exclusion of Other Warranties
1. Except as expressly set out in clause 7, and to the maximum extent permitted by law, all conditions, warranties, representations, and other terms that might otherwise be implied by statute, common law, or custom — including any implied warranties of satisfactory quality, fitness for a particular purpose, description, or non-infringement — are excluded from the Agreement.
Limitation of Liability
1. Nothing in these Terms excludes or limits either Party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability which cannot be excluded or limited by English law; or (d) the Customer’s obligation to pay any sums properly due under the Agreement.
2. Subject to clause 9.1, Camena’s total aggregate liability to the Customer in connection with the Agreement — whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the price paid by the Customer for the specific order from which the liability arose.
3. Subject to clause 9.1, Camena shall not in any circumstances be liable for any: (a) loss of profits, revenue, savings, anticipated savings, or business; (b) loss of or damage to goodwill, reputation, or opportunity; (c) loss or corruption of data; (d) loss arising from wasted management or staff time; or (e) any indirect, consequential, or special loss, howsoever arising and whether or not foreseeable.
4. The Customer acknowledges that the pricing of the Products reflects the allocation of risk set out in these Terms, including the limitations and exclusions in this clause 9, and that it would not be reasonable for Camena to accept a higher liability without a corresponding adjustment to price.
Customer-Supplied Materials and Sequences
1. Where the Customer supplies sequences, designs, vectors, templates, or other materials to Camena, the Customer warrants that: (a) it owns, or has all necessary rights and licences in, those materials; (b) Camena’s use of them in the performance of the Agreement will not infringe the rights of any third party; and (c) the materials and the intended application are lawful and comply with clauses 13 to 15.
2. The Customer shall indemnify and keep indemnified Camena against all losses, claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of clause 10.1 or any third-party claim that the Customer-supplied materials, or their use by Camena, infringe any intellectual property right or other right.
Intellectual Property
1. Camena’s IP. Camena retains all right, title, and interest in and to: (a) its DNA synthesis and assembly process, enzymes, reagents, vectors, production methods, software, algorithms, workflows, and know-how used to make the Products; (b) all improvements, modifications, and derivatives of the foregoing; and (c) its name, logos, trade marks, and other branding (together, "Camena IP"). Nothing in the Agreement grants the Customer any right or licence in the Camena IP, whether by implication or otherwise, except as expressly provided in clause 11.2.
2. Customer licence. On payment in full for the Products, Camena grants the Customer a non-exclusive, non-transferable, worldwide, royalty-free licence to use, modify, sequence, amplify, and otherwise exploit the specific physical DNA Products supplied, and to publish research results generated using them, in each case solely for the Customer’s internal research and development purposes and subject to clauses 13 to 15.
3. No reverse engineering. The Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or analyse the Products with the purpose of deriving the composition, sequence-of-operations, or identity of Camena’s enzymes, reagents, or production process; (b) use the Products, or any data derived from them, for benchmarking or competitive analysis against any competitor of Camena, or publish any such benchmark or competitive analysis, without Camena’s prior written consent; or (c) use the Camena name or marks in any publication, marketing, or public-facing material without Camena’s prior written consent.
4. For the avoidance of doubt, clause 11.3(a) does not prevent the Customer from sequencing, characterising, or publishing findings relating to the DNA sequence or molecular composition of the Products themselves as supplied, where that is necessary for the Customer’s ordinary research use of the Products.
5. Customer’s IP. As between the Parties, the Customer retains all right, title, and interest in any sequences, designs, or materials it supplies to Camena, and in any results generated from its own use of the Products. Nothing in the Agreement transfers any such Customer IP to Camena.
6. No warranty of non-infringement. Camena makes no representation or warranty that the use of the Products, or the Customer’s intended application of them, does not infringe any third-party patent or other intellectual property right. The Customer is solely responsible for obtaining any third-party licences required for its chosen application of the Products.
7. Camena’s use of Customer’s name and logo. Notwithstanding clause 11.3, the Customer grants Camena a non-exclusive, non-transferable, royalty-free licence to use the Customer’s name, logo, and trade marks solely to identify the Customer as a customer of Camena in confidential presentations made by Camena to its existing or prospective investors, board members, lenders, advisers, employees, and other parties bound by written obligations of confidence. This licence does not extend to any public-facing use, including websites, press releases, social media, conference or trade-show materials, sales collateral made available to non-customers, or any other form of public marketing. Camena shall use the Customer’s marks in accordance with any brand guidelines the Customer provides in writing and shall cease use on written request from the Customer.
Confidentiality
1. Each Party (the "Receiving Party") shall keep confidential all information disclosed to it by the other Party (the "Disclosing Party") which is marked as confidential or which a reasonable person would understand to be confidential from the circumstances of disclosure ("Confidential Information").
2. Confidential Information disclosed by the Customer includes, without limitation, the sequences, purification and scale requirements, modifications, and end uses of the Products ordered. Confidential Information disclosed by Camena includes, without limitation, pricing, process information, enzyme and reagent details, and any unpublished technical or commercial information.
3. The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under the Agreement; (b) protect it with at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care; and (c) disclose it only to those of its personnel and professional advisers who have a need to know and who are bound by equivalent confidentiality obligations.
4. The obligations in this clause 12 do not apply to information that: (a) is or becomes public through no breach of the Agreement; (b) was lawfully in the Receiving Party’s possession before disclosure, free of any obligation of confidence; (c) is independently developed without reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or a competent regulator, in which case the Receiving Party shall (where lawful) give the Disclosing Party prompt notice and reasonable co-operation to seek protective measures.
5. Where the Parties have entered into a separate non-disclosure agreement covering the same subject matter, that agreement shall govern the exchange of Confidential Information instead of this clause 12.
Research Use Only; Permitted Use
1. Unless expressly agreed in writing by Camena, the Products are supplied for research use only and are not intended, validated, or approved for use in any clinical, diagnostic, therapeutic, or in vivo human application. The Products are not medical devices and have not been reviewed or approved by the MHRA, FDA, EMA, or any other regulatory authority.
2. The Customer shall not use the Products (or allow any third party to use them) in any clinical, diagnostic, therapeutic, or in vivo human application without Camena’s prior written consent and, where required, a separate written supply agreement. The Customer is solely responsible for obtaining any regulatory approvals, ethical-committee approvals, or licences required for its intended application.
3. The Customer shall not resell, sublicense, or redistribute the Products in the form supplied, or allow any third party to do so, without Camena’s prior written consent.
4. Without limiting clauses 13.1 to 13.3, and notwithstanding the licence granted in clause 11.2, the Customer shall not, and shall not permit any third party to, use the Products (or any derivative, modification, progeny, or material containing or derived from the Products) for any of the following without a separate written commercial licence from Camena:
5. Animal model generation — the creation, generation, derivation, modification, or breeding of any transgenic, knock-in, knock-out, gene-edited, or otherwise genetically modified animal (including without limitation rodent, porcine, ovine, bovine, avian, piscine, or non-human primate models), or any modification of the germline of any animal;
6. Commercial manufacture — use as a component, ingredient, active substance, or starting material in the manufacture of any product, service, or therapeutic that is offered or supplied to any third party, whether for compensation or otherwise; or
7. Commercial services to third parties — the provision of contract research, screening, manufacturing, or similar services to third parties in which the Products (or their use) form a material part of the service offering.
8. Commercial Licence. The Customer shall contact Camena to discuss the terms of any commercial licence required under clause 13.4. Camena reserves all right, title, and interest in and to the Products and the underlying methods, processes, sequences, and know-how, save for the limited rights expressly granted in these Terms.
9. Equitable Relief. The Customer acknowledges that breach of clauses 13.4 or 14 may cause Camena harm for which damages alone would be an inadequate remedy, and Camena shall be entitled to seek injunctive or other equitable relief in addition to any other remedy available at law or in equity.
Prohibited Uses
1. The Customer shall not, and shall not permit any third party to, use the Products, any data derived from them, or any Services provided by Camena for: (a) Human germline modification — any germline genome editing, embryo editing, reproductive application, or any activity intended or reasonably expected to result in heritable genetic change in a human being; (b) Human self-administration or administration to any identified or identifiable human being; (c) Weapons of mass destruction — the design, production, or enhancement of any biological, chemical, nuclear, or radiological weapon, or any activity prohibited under the Biological Weapons Convention or analogous UK or international obligations; (d) the design, production, or enhancement of any pathogen or toxin on a UK or international export-control, dual-use, or select-agent list except under appropriate regulatory authorisation notified to Camena in advance.
2. A breach of this clause 14 is a material breach of the Agreement. Camena may, in addition to any other right or remedy, terminate the Agreement with immediate effect, refuse to perform any further order, and report the breach to the relevant competent authority.
Biosecurity Screening
1. Camena screens every gene, gene-fragment, and synthetic DNA order it receives for (a) regulated or potentially dangerous pathogen or toxin sequences; and (b) the bona fides of the ordering customer and end-use.
2. Camena reserves the right to decline, pause, or cancel any order, in whole or in part, at any point before shipment where Camena reasonably determines that the sequence or end use poses a biosecurity, legal, or ethical concern, or where the Customer has not provided information reasonably requested to complete screening. Camena will refund any amount paid for an order so cancelled, but shall have no further liability arising from the cancellation.
3. The Customer shall respond promptly and in good faith to any reasonable request by Camena for information about the end use of the Products or the identity and affiliation of the ordering scientist, and warrants that all such information provided is accurate and complete.
Compliance with Law
1. Each Party shall comply with all laws, regulations, and codes of practice applicable to its performance of the Agreement, including (without limitation) applicable export-control, sanctions, anti-bribery, data-protection, and health-and-safety laws.
2. The Customer shall not, directly or indirectly, export, re-export, or transfer the Products to any person, entity, or destination where doing so would breach UK, EU, United Nations, or United States export-control or sanctions laws.
Data Protection
1. Each Party shall comply with the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to any personal data processed in connection with the Agreement. The Parties acknowledge that, in the ordinary course, each Party acts as an independent controller of personal data it collects for the purposes of performing the Agreement (e.g., contact details of ordering scientists, purchasing and accounts-payable personnel).
2. Camena’s processing of personal data is described in its Privacy Notice.
Force Majeure
1. Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement (other than an obligation to pay money) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic or epidemic, government action, failure of utilities or transport, supplier failure, and failure of critical raw-material supply.
2. The affected Party shall notify the other promptly, use reasonable efforts to mitigate, and resume performance as soon as practicable. If a force majeure event continues for more than 60 days, either Party may terminate the affected order by written notice without liability, save for payment for Products delivered or work performed up to the date of termination.
Termination
1. Camena may terminate the Agreement (or any individual order) with immediate effect by written notice if the Customer: (a) materially breaches the Agreement and fails to cure within 14 days of written notice (where the breach is capable of cure); (b) breaches clauses 13, 14, 15, or 16; (c) fails to pay any sum on the due date and the failure continues for 14 days after written notice; or (d) becomes insolvent, enters administration or liquidation, or ceases or threatens to cease trading.
2. Termination does not affect any right or remedy accrued before the date of termination. Clauses intended by their nature to survive termination (including clauses 7–12, 14, and 20–22) shall continue in force.
Notices
1. Notices under the Agreement shall be given in writing and delivered by hand, pre-paid first-class post, or email to the address of the recipient set out in the quotation or order, or to such other address as that Party notifies. Notices are deemed received: (a) on delivery if delivered by hand; (b) two business days after posting; or (c) on successful transmission if sent by email.
General
1. Entire agreement. The Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings, and representations, save for liability for fraud or fraudulent misrepresentation.
2. Assignment. The Customer shall not assign, transfer, or subcontract any of its rights or obligations under the Agreement without Camena’s prior written consent. Camena may assign or transfer its rights and obligations to any group company or successor in business.
3. Third parties. A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
4. Severability. If any provision of the Agreement is or becomes invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.
5. No partnership or agency. Nothing in the Agreement creates a partnership, joint venture, or agency between the Parties.
6. Waiver. No failure or delay by a Party in exercising any right under the Agreement is a waiver of that right, and no single or partial exercise prevents further exercise.
Governing Law and Jurisdiction
1. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.
2. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

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