These Conditions shall apply to all Contracts. This includes supplemental and complementary orders, and consultancy services.
All other terms and conditions including any terms and conditions which you may purport to apply under any purchase order confirmation or Request Form or similar document are excluded.
Additional agreements, supplements and amendments must be in written form. This applies to amendments to the Written Form clause. Verbal agreements are not made and are invalid.
The basis of the transaction is the implementation of the contractually agreed service and not the success of, or results transpiring from the service. Subsequent amendments and additions to the order at the request of the client are deemed as being an amendment to the contract and will be invoiced separately.
In all cases, except when express prior agreement is made in writing, the client recognises and accepts that the methods and practices used by iGENEA AG to fulfil the order in question are correct.
Placing an order entitles the client to receive duplicate copies of the report. A right to interpretation of the results exists only within the provisions of the existing agreement.
Notified delivery times begin on the date that the complete order placement is finalised. Subsequent amendments or additions to the order will result in the delivery time being extended accordingly.
We retain the right to extend the delivery time due to acts of nature that are beyond our control. Furthermore, we retain the right to extend the delivery time due to other hindrances for which iGENEA AG are not responsible and which affect prompt delivery. The same applies if the aforementioned occurs to a subcontractor assigned by iGENEA AG. iGENEA AG will inform the client of the onset and finish of such a hindrance as quickly as possible.
The client is obliged to provide iGENEA AG, without demand, all documentation necessary for carrying out the order.
The client is responsible for specimen collection. If necessary, an employee of iGENEA AG will give consultation on the implementation of the equipment provided. On request, and against reimbursement of costs, iGENEA AG will provide the necessary equipment. iGENEA AG accept no liability for bodily injury or incorrect analyses resulting from improper use of the equipment.
A representation of the results in writing is decisive in the event of iGENEA AG being bound by contract to disclose the results of its activities in written form. Statements and advice related to findings made verbally by employees and assignees of iGENEA AG are not binding.
Disclosure to Third Parties
The circulation of information issued, or statements made by employees or representatives of iGENEA AG (reports etc.) by the client to third parties is only admissible with the prior written consent of iGENEA AG, or due to necessities in connection with the contractual agreement.
The client cannot use statements made by employees or representatives of iGENEA AG for advertising purposes.
The client is only permitted to use statements, reports, diagrams, calculation etc., prepared in connection with the contract by iGENEA AG for his/her own purposes. Further use is not permitted without iGENEA AG giving its express written agreement.
iGENEA AG retains the right to correct obvious errors e.g. clerical mistakes, miscalculations or other deficiencies made in a statement at any time. A correction of this nature can also be made to third parties. In the above case, prior contact will be made with the client.
Client Confidentiality, Privacy
Within the constraints of the law, iGENEA AG commits itself to treat all information and findings in connection with its activities on behalf of the client and that do not endanger the public, confidentially. The only exception is if the client releases iGENEA AG from clause 10 of the terms.
iGENEA AG will only forward reports, statements, or the results of its activities to third parties if the client gives express written instructions accordingly.
The client is liable to remedy iGENEA AG for any damage caused due to an incorrect or incomplete order placement, or transfer of data and/or documentation. The client is also liable within the constraints of any regulation laid down by the law.
iGENEA AG accepts liability for gross negligence for which it or its employees are responsible.
iGENEA AG accepts liability to remedy other acts of negligence in cases where no serious infringement of its contractual obligation occurs.
iGENEA AG retains the right to immediately terminate the contract for important reasons.
iGENEA AG retains the right to terminate the contract without notice if the client defaults on payment and remains in default, after a notice has been set by iGENEA AG and if adequate securities cannot be provided by the client.
iGENEA AG retains the right to issue a 10 day notice of cessation if the client does not fulfil his/her obligation as detailed in paragraph 5. In this case, iGENEA AG is entitled to full reimbursement for all services carried out up to this point. The same applies if iGENEA AG must terminate the contract for important reasons for which the client is responsible. Other claims for damages that iGENEA AG may have remain unaffected.
iGENEA AG’s entitlement to reimbursement remains in the event of it terminating the contract for important reasons for which the client is not responsible, except in cases where the service iGENEA AG has provided to that point cannot be used by, and is of no interest to the client.
iGENEA AG is entitled to full reimbursement for all services carried out up to the point the client terminates, in the event that the client terminates the contract without important reason.
iGENEA AG’s entitlement to reimbursement remains, in the event of the client terminating the contract for important reasons that are caused by the improper conduct of iGENEA AG, except in cases where the service iGENEA AG has provided to that point cannot be used by, and is of no interest to the client.
A contractual framework e.g. a standing order for regular payments and/or specially agreed conditions can be terminated with a notice of 3 calendar months, except in cases where provisions to the contrary have been made in writing. The right to termination without notice remains unaffected. In the above case, iGENEA AG retains the right to delay the refund of monies paid by the client within the contractual framework in advance of services to be provided by iGENEA AG.
Alongside the fees to which it is entitled, iGENEA AG is also entitled to reimbursement of its expenses.
Subsequent amendments and additions e.g. additional copies of reports will be invoiced separately.
Invoices must be paid immediately if no other provision concerning payment is agreed in writing.
Outstanding debts are due with immediate effect if the client intentionally defaults on payment.
iGENEA AG retains the right to use the client’s payment to clear old debts first. In the event of expenses and interest occurring, a debt will be discharged in the following order: expenses, interest and finally the principal claim.
A default in payment by the client will result in interest being charged at 2% p.a. over the base interest rate of the Swiss National Bank Bundesbank. Further claims that iGENEA AG may have, remain unaffected.
The client is only entitled to offset payment if a legal judgement has been passed that confirms his/her counter claim.
In the event of the service provided by iGENEA AG being in any way deficient, the client will, within the legally required warranty period, initially be entitled to a rectification. The client can demand a reduction in price or annulment if iGENEA AG is unsuccessful in rectifying a deficiency.
If the client detects a deficiency within the legally required warranty period, he/her must give iGENEA AG written notification of the deficiency within 2 weeks.
In the event of a dispute occurring between iGENEA AG and the client over what constitutes as being a deficiency, and after prior consultation with the client, iGENEA AG retains the right to assign an independent assessor, whose role it will be to make comparisons with similar cases. If the assessor finds for the client, iGENEA AG will be responsible for the attached costs. If the assessor finds for, iGENEA AG, the client will be responsible for the attached costs.
iGENEA AG will issue the client a separate invoice for rectifying the deficiency if incorrect information for which the client is responsible (see Para. 5) is found to be the cause.
Release of Documents
1. After full payment has been received, and upon the client’s demand, iGENEA AG is obliged to release all documentation in connection with the services provided to fulfil the client’s order. This does not apply, however, to correspondence between iGENEA AG and the client or for documentation that the client has already received either in original or duplicate form. iGENEA AG is entitled to take and retain copies of all documentation.
Jurisdiction and Severability
The contractual agreement between iGENEA AG and the client is subject to Swiss law.
The Court of Jurisdiction is Baar, Switzerland.
In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any of the remaining provisions.