Terms of service

1) SCOPE OF APPLICATION

These General Terms and Conditions (hereinafter referred to as „GTC“) apply to all – including future – contracts for diagnostic services provided by Genovo GmbH (hereinafter referred to as „Genovo“) to the customer, as well as to all – including future – contracts for IVD products sold by Genovo to the customer, except where individually negotiated agreements have been made.

The applicability of any other general terms and conditions is hereby rejected. Deviating, conflicting or supplementary general terms and conditions of a customer will not become part of the contract unless their applicability is expressly agreed by Genovo in text form.

2) COMPLETION AND CONTENT OF THE CONTRACT

The customer is obliged to place an order in text form. The same applies to the completion of purchase contracts.

The type and scope of the services to be provided are determined by the current Genovo service specifications for the respective order. Genovo is authorized to have the services performed in whole or in part by suitable professionally qualified subcontractors as vicarious agents of Genovo.

The customer is obliged to provide all necessary information (e.g. fully completed Genovo order form) and documents as well as items (e.g. sample material) so that Genovo can carry out the services and invoicing (correct details of the customer with billing address) efficiently.

3) OWNERSHIP OF SAMPLES AND MATERIAL AND DATA OBTAINED FROM THEM, SCOPE OF ARCHIVING

Any material, e.g. samples, provided to Genovo (hereinafter referred to as „Material“) becomes the property of Genovo upon delivery. This includes pathogens and biological data such as nucleic acid or protein sequences obtained from the Material or pure isolates.

Genovo is entitled to carry out further tests on the Material at its own expense and risk and to utilize the knowledge gained from this, particularly the data generated in the process, and to use it for its own purposes and / or third parties. The same applies to knowledge that Genovo has gained during the execution of the order, but whose obtaining was not the subject of the order, as well as to calculation procedures, program algorithms and investigation methods that were developed in connection with the execution of the order, even if this development was not the direct objective of the order.

The customer shall grant Genovo all rights of use required for utilization, if applicable, for an unlimited period and territory. The confidentiality obligations listed in Section 8 remain unaffected.

The archiving period for raw data and transmitted results of the commissioned analyses, including the analysis reports, is at least two (2) years. The Material will not be stored after transmission of the test results.

4) PRICING AND TERMS OF PAYMENT

The prices for the services and IVD products can be taken from the respective Genovo price lists as amended from time to time.

Invoices are payable within fourteen (14) days of invoicing by bank transfer to a Genovo bank account specified on the invoice.

In the event of late payment by the customer, Genovo is entitled to charge interest at a rate of 9 percentage points above the base rate from the due date. The assertion of higher interest and further damages in the event of default remains unaffected.

5) LIABILITY FOR DEFECTS IN IVD PRODUCTS

If delivered IVD products have obvious defects, the customer is obliged to report these in text form within three (3) working days of receipt of the goods. Other defects must be reported in text form within three (3) working days of discovery. It is sufficient for the notification of defects to be sent within the deadline of three (3) working days if Genovo receives it later. If this does not happen, the customer is not entitled to any claims against Genovo due to these defects.

6) LIMITATION OF LIABILITY FOR DAMAGES

Genovo is not liable for damages within the scope of a liability for negligence due to an insignificant breach of duty – regardless of the legal grounds – for remote – i.e. not typically occurring – property damage and financial losses for which Genovo is only slightly negligent.

This exemption from liability does not apply to injury to life, body or health or the breach of obligations whose fulfilment is essential for the proper execution of the contract or on whose compliance the customer is allowed to regularly rely. In this case, however, Genovo’s liability is limited to compensation for foreseeable, typically occurring damages.

7) TERMINATION

Ordinary termination of laboratory work and other services (including the delivery of IVD products) is excluded for both parties. Irrespective of this, Genovo and the customer have the right to extraordinary termination for good cause. Any termination must be made in text form.

8) CONFIDENTIALITY OBLIGATION

Information Subject To Confidentiality

Confidential information is primarily all information of a technical or commercial nature that is written, verbal, stored on data carriers or otherwise transmitted or made available by one party to the other party. The disclosing party must label confidential information as confidential with „Confidential“.

Obligation To Maintain Confidentiality

The receiving party is obliged to keep the disclosing party’s protected information secret. During the term of the contractual co-operation and for a period of five (5) years from the date of the purchase contract or the termination of the service contract, the protected information must be treated and protected by the receiving party with the same degree of care as its own information to be protected. In any case, information requiring confidentiality must be treated with the care of a prudent businessman required in business.

In addition, the receiving party undertakes the following:

1. to make the confidential information available only to those employees and professional advisors who need to know it to fulfil the agreed purpose of the cooperation and who – even after termination of the contract – are obliged to maintain confidentiality under conditions that are no less restrictive than the confidentiality obligation in these GTC. The receiving party shall inform the persons to whom it intends to make information available of the strict confidentiality of the information and of the property rights of the disclosing party regarding this information before making the information available. The receiving party shall, at the request of the disclosing party, prove to the disclosing party that the above requirements have been met. The receiving party is responsible for ensuring that the above conditions are met.

1. not to make the confidential information available to any third party, even under a non-disclosure agreement, unless the disclosing party gives its prior explicit consent in text form. This disclosure requires the prior conclusion of a written confidentiality agreement with the third party concerned, whereby the terms of this confidentiality agreement may not be less restrictive than those of the confidentiality obligation in these GTC. Third parties within the meaning of these GTC are also group companies and affiliated companies pursuant to Sections 15 et seq. of the German Stock Corporation Act (AktG).

1. not to use the confidential information, either in whole or in part, for other purposes than contractually agreed or contractually required without the prior explicit consent of the disclosing party in text form. Confidential information may not be utilized, in whole or in part, without the prior explicit consent of the disclosing party in text form.

1. not to copy or otherwise reproduce the confidential information without the explicit consent of the disclosing party in text form, except for such copies that have been explicitly authorized subsequently in text form by the disclosing party or are reasonably necessary in relation to the contractually agreed purpose of the cooperation. All copies, reproductions and duplications have to be labelled ‘Confidential’ and are subject to the same restrictions as the confidential information provided by the disclosing party.

1. the confidentiality obligation also applies to all information, data and findings originating from companies economically affiliated with the disclosing party pursuant to Sections 15 et seq. of the German Stock Corporation Act (AktG).

Exceptions

Information is not deemed to be confidential if the receiving party proves in text form that it

1. is already lawfully known to it at the time of disclosure;

1. is already generally available, has been published or will be published on the date of the communication without any breach of a confidentiality agreement;

1. has been disclosed to it by a third party without a breach of this or any other confidentiality or non-disclosure agreement;

1. have been authorized for disclosure or use by the disclosing party with its prior explicitly consent in text form;

1. must be made available to third parties by law or court order, in which case the receiving party shall immediately notify the disclosing party in text form. Upon disclosure, the receiving party must ensure continued confidentiality to the extent permitted by law; or

1. was created or developed by the receiving party at any time independently and without the use of confidential information of the disclosing party.

§ 5 of the German Trade Secrets Protection Act remains unaffected by this confidentiality obligation.

9) DATA PROTECTION

The customer’s personal data collected in connection with the execution of the contract will be processed by Genovo in compliance with the provisions of data protection law. Genovo uses this personal data for the purpose of advertising and market research for its own services and products. The customer is entitled to object to this use at any time.

10) VENUE AND APPLICABLE LAW

The venue is Oldenburg (Oldb).

The law of the Federal Republic of Germany applies without the conflict of law rules of international private law and without the UN Convention on Contracts for the International Sale of Goods.