Validity, order placement, conditions and premature termination
The General Terms and Conditions (“GTC”) of Biolytix AG (“BIOLYTIX”) are an integral part of the contract between the client and BIOLYTIX for the provision of analytical services. All BIOLYTIX services are provided exclusively in accordance with the valid price list or on the basis of a written offer and these GTC, unless the latter have been modified by written agreements. Any deviating order or purchasing conditions of the client that are not expressly recognized in writing are non-binding; they are expressly rejected.
All BIOLYTIX offers are aimed at commercial, industrial and private customers. All prices are quoted exclusive of VAT. Value added tax – if owed – will be charged to the client additionally. Prices are subject to change and errors excepted. The conditions mentioned in the price list only apply to standard samples. BIOLYTIX reserves the right to charge additional costs for sample preparation and processing.
Details requested by the client on the invoice (e.g. PO number, cost center, batch number) must be clearly communicated when the order is placed. Any premature cancellation of an order must be communicated in writing and requires confirmation from BIOLYTIX. The client shall be invoiced for any working hours spent up to receipt of the order cancellation as well as any other costs incurred (laboratory materials, etc.).
Duration of analysis and terms of payment
The analysis time for standard tests is 8 to 10 working days. For express analyses, which take 1 to 5 working days (depending on the sample matrix and analysis order), a surcharge is payable (see applicable price list). The analysis period begins with receipt of the samples and clarification of all technical and commercial questions. The above time periods are intended as guidelines and are not binding. Force majeure, accidents, fire, loss of personnel or serious defects in the test equipment shall temporarily or completely release BIOLYTIX from its obligation to perform.
Invoicing takes place after completion of the analysis, payable strictly net and within 30 days of invoicing. If additional laboratory work is required, the costs incurred by BIOLYTIX will be invoiced separately after consultation with the client.
Samples and safety risks
The client is solely responsible for the sampling, delivery and quality of the samples. Unless otherwise agreed or collected by the client, the samples will be disposed of 15 days after invoicing. If explicitly agreed, they will be returned or stored for a fee. The client is responsible for sample retention samples.
If test samples submitted to BIOLYTIX have special risks (e.g. explosive, carcinogenic, toxic), the client must communicate this in writing by labeling the sample containers and when placing the order.
Responsibility for the transportation of samples
Please note that our responsibility for the samples belonging to you only begins once they have been received in our laboratory and have become our property. Up to this point, the entire responsibility, including all risks of transportation, lies exclusively with you as the sender. This corresponds to the Incoterms “EXW (ex works)”, according to which the sender is responsible for all costs and risks incurred during transportation of the goods to our laboratory. We strongly recommend that you pack your samples securely and consider taking out transport insurance to cover yourself against unforeseen risks during transportation. Our responsibility for the samples begins with the time of their arrival and acceptance in our laboratory.
Quality standard, document and data archiving
Analytical tests within the scope of accreditation of BIOLYTIX are carried out in accordance with the requirements of ISO 17025. Information on measurement uncertainty is available on request. Tests outside the scope of ISO 17025 are performed according to the current state of the art and are not validated. BIOLYTIX uses public or its own methods, unless the client requests otherwise.
Confidentiality
BIOLYTIX undertakes to treat as confidential information, analysis results and procedures from the client’s business area that are neither generally accessible nor known. Unless otherwise agreed in writing, BIOLYTIX will communicate the results exclusively to the client. The disclosure of documents and information as part of official inspections in legally regulated areas is exempt from confidentiality.
Intellectual property
Analytical methods developed by BIOLYTIX for an analytical service remain the intellectual property of BIOLYTIX, unless the analytical method was developed exclusively at the request of the client. The client may not pass on any intangible rights, information and knowledge relating to the analysis procedures. This does not include forwarding to government authorities or use for registration purposes. In particular, the Client is not authorized to use analysis methods developed by BIOLYTIX itself or to commission third parties to do so, unless the Client has written permission from BIOLYTIX. The client is prohibited from disposing of any information and knowledge relating to the analysis procedures and from registering industrial property rights.
The client undertakes to keep all relevant information and knowledge confidential, unless BIOLYTIX has agreed in writing to forward it to individual recipients. In the event of a breach, BIOLYTIX is in any case entitled to claim damages. The client is liable to BIOLYTIX for any infringement on the part of third parties involved as well as its own and former employees. If the client wishes to acquire intellectual property rights to specific analytical methods, the client and BIOLYTIX will negotiate a possible sale.
Cooperation and right of access for audits
BIOLYTIX may subcontract to external experts or laboratories within legally regulated areas or within the scope of accreditation without explicitly informing the client.
BIOLYTIX grants the Client the right of access (“audit”) to the premises where the analytical services are performed. Archived documents and raw data from the audit in question can be viewed on request.
Liability, applicable law and place of jurisdiction
Unless otherwise agreed, BIOLYTIX is exclusively liable for the careful execution of the analytical service. Liability for slight negligence or financial losses is categorically excluded. If an order is placed in the name and at the expense of a third party, the representing party and the representative are jointly and severally liable to BIOLYTIX for the fulfillment of all corresponding obligations.
The orders concluded with BIOLYTIX and these GTC are governed exclusively by Swiss law. The sole place of jurisdiction is Basel.
Stand
This version dated November 21, 2023 replaces all previous versions.