General Terms and Conditions of the Gene Analysis Service GmbH
Motzener Strasse 49, 12277 Berlin, Germany

§ 1 Applicability

The legal relations of the Gene Analysis Service GmbH with their customers are subject to the contractual provisions stated below. Any diverging conditions must be expressly recognised in writing by Gene Analysis Service GmbH to become a valid integral part of this contract.

§ 2 Contract

Order confirmation as well as any kind of agreements, warranties, and collateral agreements made in the process of the contractual negotiations - verbally, through telecommunications equipment, by staff - require the written approval of Gene Analysis Service GmbH to become effective. The contract covers analyses, measurements, consulting, expert guidance, as well technical verification, assessment, and monitoring carried out in accordance with the latest standards of technology and research in molecular biology.

§ 3 Performance

The Gene Analysis Service GmbH shall carry out the contract to the best of their knowledge and without prejudice. To carry out the contract, the Gene Analysis Service GmbH shall have the right to employ external experts. A deadline agreed upon by the contractual parties shall not constitute a fixed date business. All verbal contractual agreements must be agreed upon in writing to become legally effective.

§ 4 Customer's obligations

The customer shall not give Gene Analysis Service GmbH instructions that might hinder their ascertainment work or falsify the outcome of an expert opinion. The customer shall be obliged to provide Gene Analysis Service GmbH, in due time and at no cost, with all materials required to deliver the contractual performance. The customer shall guarantee that the rights of all persons involved in the sampling and results assessment procedure will be safeguarded.

§ 5 Confidentiality

The Gene Analysis Service GmbH shall have no right to reveal, hand over, or exploit without authorisation materials that have been given over or otherwise revealed within the framework of the contractual performance. This duty not to disclose information refers to all non-public facts and shall continue to be
effective beyond the contractual relationship. The Gene Analysis Service GmbH shall not reveal, hand over, or exploit information gained during the contractual relationship unless they are legally obliged to do so or the customer gives its express and written consent. In other respects, neither Gene Analysis Service GmbH nor their staff are entitled to use or to publish the findings made within the framework of the contractual work with due regard to the data protection regulations for scientific purposes.

§6 Depositing and disposing of research material

The research material handed over to Gene Analysis Service GmbH by the customer - including all isolated and amplified nucleic acids - shall be safely deposited for a period of 6 months after termination of the contract. After that period, the research material shall be destroyed or anonymised, and made unavailable for follow-up research. Divergent agreements are possible but require the written consent of the customer.

§ 7 Compensation

The Gene Analysis Service GmbH shall be entitled to receive compensation. Unless another currency is agreed upon, all prices shall be payable in EURO. All prices are plus VAT.

§ 8 Payments and delays in payment

The contractual compensation shall be due for payment - net, without deduction -  14 days after billing at the latest. Orders to pay, cheques and bills of exchange shall only be accepted after special agreement, and, in that case, shall be charged - and accepted as temporary payment - in consideration of all
cashing and discount costs. In the event of customer's default in payment, default interest to the amount of 2% additionally to the respective interest rate of the European Central Bank shall be payable. The Gene Analysis Service GmbH shall have the right to claim higher damages, with the proviso of providing appropriate evidence supporting said claims. In the event of payment conditions default, the Gene Analysis Service GmbH shall have the right to bill all other outstanding payment without further notice. This provision is also effective in the event of dishonouring of cheques or bills of exchange. The customer may only offset Gene Analysis Service GmbH's claims if the customer's counter-claim is indisputable, or is based on a legally valid decision. The customer may claim right of retention if that right is based on claims from previous contracts.

§ 9 Exceeding the time limit

The Gene Analysis Service GmbH does not generally guarantee that deadlines for the completion of research work or the delivery of expert opinions are met. In the event that such a deadline for the performance of contractual services is actually set, the beginning of the contractual period shall commence with the conclusion of contract. In the event that the Gene Analysis Service GmbH needs research material or documents supplied by the customer to be able to perform the contractual services, the above-mentioned period shall not commence until reception of all documents and/or the research material as laid down under the provisions of §12. In case that a delivery time limit is exceeded, the customer shall be entitled to cancel the contract or to claim damages only if Gene Analysis Service GmbH is responsible for delay of performance or impossibility of performance. To demand compensation for damage due to delay in performance, the customer shall have to prove that the Gene Analysis Service GmbH acted wilfully or grossly negligently.

§ 10 Termination

The Gene Analysis Service GmbH and the customer may terminate the contract any time for reasonable cause. The termination of contract must be carried out in writing. In the event that the contract is terminated for a reasonable cause the Gene Analysis Service GmbH is responsible for, the Gene Analysis Service GmbH shall be entitled to compensation for services rendered until the time of termination of contract in so far as the customer is objectively able to exploit said services. In all other cases, the Gene Analysis Service GmbH shall remain fully entitled to the respective compensation.

§ 11 Warranty

As minimum warranty, the customer shall have the right to cost-free remedy of defects. This shall be dependent on the setting of a reasonable grace period. In the event that defects are not remedied in due time or the attempt to remedy such defects fails, the customer shall have the right to demand that the
contract be annulled (rescission) or that the compensation be reduced (reduction). All obvious defects must be reported by the customer to the Gene Analysis Service GmbH immediately after their detection. Otherwise, all warranty claims expire. In the event of the absence of guaranteed service features, warranty claims remain unaffected. 

§ 12 Liability and limitation 

The Gene Analysis Service GmbH does not assume liability for their staff or agents - no matter the legal reason - unless damage has been caused by intention or gross negligence. This exclusion of liability also applies to all damages occurring during rectification work. The warranty right of the customer pursuant to § 11 remains unaffected. The claims due to delay in delivery are laid down under § 9. Any claims that are not subject to the brief limitation period pursuant to § 638 BGB (German Civil Code) shall expire after three years. The Gene Analysis Service GmbH does not accept liability for damages resulting from misidentification, mixing, contamination, or any other cause which might influence the work results of the Gene Analysis Service GmbH, in so far as such damages occur at the premises of the customer or during transportation, and are not detectable upon reception of the research material.

§ 14 Place of performance and jurisdiction

Place of performance is Berlin. In the event that the customer is a merchant with Handelsregister entry, a public-law legal person, or a Federal Special Fund representative, Berlin shall be the exclusive place of jurisdiction. In the event that the customer has no general domestic place of jurisdiction or has moved its place of residence or usual place of residence from a domestic to a foreign location after conclusion of the contract, or if its place of residence or usual place of residence cannot be verified at the time of commencing judicial action, the place of jurisdiction shall also be Berlin.

§ 15 Final provisions

German law shall always be applicable. The invalidity of individual provisions shall not affect the remaining contractual provisions. 

Berlin, 03/09/2005

The German original version of these general terms and conditions shall supersede all other translated versions.