General Terms and Conditions

Validity, order placement, conditions and premature termination

The General Terms and Conditions (“GTC”) of Biolytix Ltd (“BIOLYTIX”) are an integral part of the contract between the client and BIOLYTIX for the provision of analytical services. All services of BIOLYTIX 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 recognised in writing are non-binding; they are expressly rejected.

All BIOLYTIX offers are aimed at commercial, industrial and private customers. All prices quoted are exclusive of VAT. Value added tax will be charged additionally to the client, if applicable. 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.

Any details requested by the client on the invoice (e.g. PO number, cost centre, batch number) must be clearly communicated when the order is placed. Early cancellation of an order must be notified in writing and requires confirmation from BIOLYTIX. The client will be invoiced for any hours worked up to the time of receipt of the order cancellation and for any other costs incurred (laboratory materials, etc.).

Duration of analysis and terms of payment

The analysis time for standard analyses is 8 to 10 working days. For ticks 3 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 current price list). The analysis period begins with receipt of the samples and clarification of all technical and commercial questions. The above-mentioned periods are to be understood as guidelines and are not binding. Force majeure, accidents, fire, staff shortages or serious defects in the analysis equipment release BIOLYTIX temporarily or completely from its obligation to perform the analyses.

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 condition of the samples. Unless otherwise agreed or collected by the client, the samples shall be disposed of 15 days after invoicing. If explicitly agreed, they will be returned or stored for a fee. The client is responsible for retaining samples.

If test samples submitted to BIOLYTIX have special risks (e.g. explosive, carcinogenic, toxic), the client must communicate this in writing by labelling the sample containers and when placing the order.

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 proprietary 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 only disclose the results to the Client. The disclosure of documents and information in the context of official inspections in legally regulated areas is excluded 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 or knowledge relating to the analytical methods. This does not include forwarding to government authorities or use for registration purposes. In particular, the Client is not authorised to use analytical 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 analytical methods 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 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 of the relevant test will be made available for inspection upon request.

Liability, applicable law and place of jurisdiction

Unless otherwise agreed, BIOLYTIX is only 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 fulfilment of all corresponding obligations.

The orders concluded with BIOLYTIX and these GTC shall be governed exclusively by Swiss law. The sole place of jurisdiction is Basel.

Status

This version dated 1 January 2018 replaces all previous versions.