1. General Information
The services offered by Alacris Theranostics GmbH (Alacris in the following) cover sequencing of genetic material. The business relationship between Alacris and the entrepreneur (customer in the following) shall be governed exclusively by the general terms and conditions (GTC) in effect at the time the customer laced his order as follows. Different conditions established by the customer will not be recognized by Alacris, unless Alacris has given explicit written consent to such conditions prior to the conclusion of the business contract.
2. Prices and Conditions of Payment.
All prices are quoted in Euro (EUR), excluding the statutory value-added tax applicable on the day of delivery. All prices shall apply ex works, excluding other extra costs and transportation charges. Alacris is not liable for possible faults in quotation of prices.
Payment of the purchase price shall be due immediately after receipt of invoice. Deduction of an early payment discount is not possible. The customer is in default at the latest 30 days after the receipt of an invoice. In case of default of payment or partial payment Alacris reserves the right to invoice interest for delay at a level of 5 percentage points annually.
3. Delivery of samples, Storage of Samples
Alacris receives genetic material, resp. a sample for isolation of genetic material, as well as details about its purity, amount and quality. The sample shall be packed in the proper manner considering its particular nature as well as according to possible instructions by Alacris. The customer shall assume the costs and risk for the packaging and transport of the materials, which remain in the property of the customer. The customer assures that the sample is in a stable condition and that it does not present hazard whatsoever. The customer is liable for all damage, injuries and cases of illness Alacris or one of its employees suffers due to breach of aforementioned duties. Unless stated otherwise, the sample will be stored as long as its quality structure allows an analysis according to the state of technology, at the latest however two months after its analysis, or if a longer storage is provided by law, according to the statutory rule. After this time the sample will be destroyed.
4. Scope of Service
Alacris sequences the sample in a laboratory. The results of this sequencing will be delivered to the customer on a data carrier for data evaluation and utilisation. A limitation on the use of the data does not apply. Receipt of the data is confirmed by the customer immediately in written form (also via E-Mail). The customer shall return the data carrier to Alacris three weeks after receipt the latest. In case the customer fails to do so, he shall pay the lump-sum compensation of 300,00 Euro to Alacris. Alacris shall retain the data for six weeks after delivery of the data to the customer. After this period Alacris is entitled to delete the data. Alacris will not archive data beyond this date.
5. Time of Delivery
Alacris will strive for the timely completion of each contract. Dates and times of delivery are only binding if confirmed in writing by Alacris and all information and supporting documents have been communicated resp. made available in due time by the customer. Agreed periods commence with the date of the receipt of the sample. In case of subsequent additional or extended orders the periods will be extended accordingly.
Approx. 2-3 weeks from receipt of the sample are required for preparation of the sequencing works. Performing of the works themselves will take approx. a further two months, unless a differing individual agreement of both parties exists. If Alacris is prevented from delivery of the service due to force majeure, interruptions of operations or other events for beyond its sphere of influence, Alacris entitled to entirely or partially withdraw from the contract or to postpone the date of the delivery for the duration of the obstruction or its effects. Claims cannot be enforced against Alacris.Observance of the delivery obligation presumes the submission of a usable sample as well as the obligations according to paragraph 3.
In case of a delayed handover of the data carrier by Alacris the customer shall grant a reasonable grace period. Only after this period passes without result the customer is entitled to withdraw from the contract in so far as Alacris has not rendered the service expected for reasons attributable to it.
6. Transfer of Risk
The risk of accidental destruction or accidental deterioration of the data carrier passes to the customer together with the handing over to the person entrusted with the dispatch, but no later than when the merchandise leaves our works; this risk passes irrespective of whether the dispatch took place from the place of performance or who bears the freight costs.
Alacris will use its best efforts to provide the best possible performance in the execution of the contract by using state-of-the-art science and technology. The warranty of Alacris shall not extend the matter of the contract. The warranty of Alacris shall also not extend applying scientific care as well as complying with accepted scientific standards and common market standards; Alacris shall not be liable for the actual attainment of the possible objective of the customer.
Obvious deficiencies shall be declared by the customer in writing (also via E-Mail) without delay. Hidden defects are to be reported in written as soon as they are discovered. Alacris will either fix the defect within a reasonable period of grace set by the customer or render a due and proper performance. Additional damage claims for non-performance shall be excluded. However the customer can withdraw from this agreement or demand a reduction if our redelivery is also defective. If in case of a repeat study the accuracy of the study in question is confirmed, the costs of this study are at the expense of the customer. Claims for defects are excluded, as far as the customer has provided inadequate samples.
In the event of a breach of cardinal duties caused by the slight negligence of Alacris, its legal representatives, employees, workers, agents or vicarious agents, Alacris’ liability for all damages and reimbursements shall be limited to the foreseeable damages typical of the respective contract; cardinal duties being material contractual obligations whose fulfillment is a necessary condition for proper performance of the Contract and on whose fulfillment the Customer, therefore, may routinely rely. In the event of a breach of accessory obligation caused by the slight negligence of Alacris, Alacris’ liability is excluded. The foregoing shall not apply to claims relating to death, personal injury or impaired health or claims arising under the German Product Liability Act.
All information communicated to Alacris by the customer and which is referred to as either confidential or whose confidential nature is evident, like the personal data of a sample donor, is confidential information pursuant to this provision. Confidential information is carefully protected by Alacris and used only in the context of the contractual relationship. Alacris ensures that confidential information will be made available only to those employees and other service providers that are committed to confidentiality to fulfill the contract.
All personal data provided shall at any time remain confidential. Data required for execution of the contract are stored and if necessary disclosed to an affiliate (e.g. courier).
11. Right of set-off or retention
The customer shall only be entitled to a right of set-off or retention provided that his counter claims have been judicially determined, or are uncontested or acknowledged by us in writing. The customer shall also only be entitled to the right of retention in so far as his counterclaim is based on the same contractual relationship.
12. Final provisions
The laws of the Federal Republic of Germany shall apply. The exclusive legal venue for all disputes arising directly or indirectly from the business relationship between the parties is Berlin.
A possible invalidity of individual provisions of the General Terms and Conditions and the individual contracts does not influence their effectiveness. An invalid provision shall be replaced by a provision analogous to that of the ineffective provision which is most suitable to the will of both parties.