General Terms and Conditions of Vaxxinova Diagnostics GmbH

1. Scope of Application, General Information

(1) These General Terms and Conditions (GTCs) apply to the conclusion and execution of all contracts entered into by Vaxxinova Diagnostics GmbH (hereinafter referred to as: “Laboratory”), with a veterinarian respectively sender of samples (hereinafter referred to as: “Customer”) for the purpose of laboratory tests as well as the production and delivery of pure isolates (hereinafter referred to as “contractual products”). These GTCs are an integral part of all contractual offers and acceptances and apply exclusively, unless individual provisions have been concluded. The content of such individual provisions shall always be governed by a written contract or the written confirmation of the Laboratory.

(2) Contradictory, supplementary or deviating terms and conditions of the Customer are not recognized by the Laboratory. They shall not become an integral part of the contract even if the Laboratory executes the service without any specific reservation in the knowledge of these terms and conditions. With the transmittal of materials (e.g. a sample), the Customer accepts these GTCs without reservation, even if the Customer has objected to them previously. These GTCs also apply to all future deliveries, services or offers to the Customer, even if the Laboratory does not make separate reference to the validity of these GTCs again.

(3) These GTCs shall apply only to entrepreneurs in accordance with Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law within the meaning of Section 310, Paragraph 1 of the German Civil Code (BGB).

(4) Legally relevant declarations and notifications which are to be submitted to the Laboratory by the Customer after the conclusion of the contract (e.g. the setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must always be made in writing in order to be valid.

(5) The sole purpose of references to the validity of legal regulations is clarification. Therefore, even without such clarification, the statutory provisions shall apply to the extent that they are not directly changed or expressly excluded in these GTCs.

2. Conclusion of contract

(1) All offers of Vaxxinova Diagnostics GmbH are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.

(2) The Customer’s transmittal of material for diagnostic purposes shall be deemed to be a binding contractual offer. In addition, the transmission of further submission forms by E-Mail, Fax and Telephone shall also be deemed as a binding contractual offer. If the Laboratory doesn’t explicitly decline the offer of a contract within five (5) working days after receipt of the material, the contract is legally effective. The decline of the offer by the Laboratory can occur by Telephone, Fax or E-Mail.

3. Prices and shipping costs

(1) All prices are net prices plus the statutory value-added tax applicable at the time. If the animal owner is charged directly, a surcharge of 20% will be imposed to cover the increased administrative costs. Direct invoicing of the animal owner can only be done if a valid address and a signature acknowledging the order are available from the animal owner. Otherwise, the client will be regarded as the invoice recipient.

(2) The Laboratory decides about the shipping type and company, unless otherwise agreed. Additional costs due to special requests of the Customer, e.g. fast shipping, shipping on Saturdays, insurance of transportation, shall be charged for separately.

4. Delivery

(1) The requirement for the contractual products (laboratory tests, production and delivery of pure isolates) is that all issues have been cleared and the Customer has performed his obligations. If this is not the case, the duration of the examinations will be prolonged. Foreseeable delays will be disclosed immediately. Delivery is dependent upon correct and timely supply by our suppliers and punctual arrival of the merchandise at our premises. There is no entitlement to claim an immediate same-day delivery period. Vaxxinova Diagnostics GmbH expressly does not accept liability for delays caused by third parties (suppliers, post, courier).

(2) The Laboratory is entitled to make partial deliveries of the test results. The laboratory result will be communicated to the Customer. A dispatch by post of the results is excluded. The Customer may add additional report recipients. Isolates will only be forwarded under the application of §8 Tierseuchenerregerverordnung (Ordinance on epizootic diseases).

(3) In the event of a delay in the preparation of the test result for which the Laboratory is not responsible (e.g. an extended test time due to technical reasons, delayed data transmission), a delayed transmission of the result does not entitle the Customer to a reduction in the invoice amount.

5. Terms of Payment

(1) Invoice amounts are to be paid within fourteen (14) days of the date of invoicing without any deductions, unless otherwise agreed in writing. Payment by cheque shall be excluded, unless it is agreed separately in individual cases. The Customer shall be in default upon expiry of the aforementioned payment period. The purchase price shall bear interest during the period of delay at the applicable statutory default interest rate. The Laboratory reserves the right to assert further claims for loss or damage caused by delay.

(2) The Customer has the right to make off-set claims or withhold payment only if its counterclaims have been legally established, are uncontested, or have been acknowledged by us.

6. Provision of material for the generation of contractual products

(1) If the Customer provides material for the generation of contractual products (laboratory tests as well as the production and delivery of pure isolates) to us, the Customer itself shall ensure the adequate quality and suitability of the provided materials as well as make arrangements for appropriate packaging and transport until said provided materials arrive at our Laboratory.

(2) The Customer is obligated to take the customary safety precautions when providing materials, including but not limited to pathogens. The Customer is liable for all damages resulting from the violation of safety standards, defects, or inadequate suitability of the materials provided.

(3) The Customer confirms with the transmittal of material that it belongs to the labeled animal owner.

7. Ownership of material provided by the Customer and contractual products

(1) Ownership of the materials provided by the Customer or Third Parties shall be automatically transferred to the Laboratory upon surrender. This also includes all contractual products (e.g. pure isolates, analysed data) that may be acquired from the materials provided by the Customer. The Laboratory is entitled to dispose freely and without restriction the materials provided by the Customer and any products acquired (contractual products), and in particular to carry out further examinations and tests that go beyond the subject matter of the contract. The Customer grants the Laboratory all necessary rights of use without limitation.

(2) The Customer shall not be entitled – for whatever legal reason – to compensation or any kind of indemnity.

8. Customer’s Claims for Defects

(1) The statutory provisions shall apply to the Customer’s rights in the event of defects, unless otherwise stipulated below.

(2) If a shortcoming becomes apparent upon delivery, examination, or any time thereafter, the Laboratory must be notified of this immediately in writing. In all cases, obvious shortcomings must be notified in writing within five (5) working days of delivery, and shortcomings that are not apparent during the examination within the same period of time after their discovery. If the Customer fails to perform the due and proper inspection of the contractual products (e.g. testing results, the delivered isolates) and/or submit any notification of defects, the liability for defects that have not been reported, have not been notified in time or not in the correct manner shall be excluded in accordance with the statutory provisions.

(3) The Laboratory shall be entitled to make any subsequent performance owed, dependent on the Customer paying the purchase price that is due. However, the Customer shall be entitled to retain a portion of the purchase price that is proportionate to the defect. Furthermore, the Customer must also allow the Laboratory the time and opportunity required for the subsequent performance owed.

9. Liability

(1) Unless otherwise stated in these GTCs, the Laboratory shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) The Laboratory shall be liable for damages – irrespective of the legal basis – within the scope of liability for culpable intent and gross negligence. In the case of simple negligence, the Laboratory shall only be liable for loss or damage resulting from injury to life, limb or health, subject to a lesser degree of liability in accordance with statutory provisions (e.g. for diligence in one’s own affairs) a) for damage resulting from injury to life, limb or health; b) for loss or damage resulting from any not inconsiderable breach of an essential contractual obligation (obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on whose observance the contractual partner regularly relies and may trust); in this case, however, the liability of the Laboratory shall be limited to the compensation of the foreseeable, typically occurring loss or damage. Furthermore, liability for lost profits shall be excluded in these cases.

(3) As a result of a breach of duty that does not consist of a defect, the Customer may only withdraw from or terminate the contract if the Laboratory is responsible for the breach of duty.

(4) In the case of a test or measurement error for which the Laboratory is responsible due to a lack of quality control, a transmission error or a similar type of human failure, and which was not caused intentionally or by gross negligence, Vaxxinova Diagnostics GmbH shall only be liable up to the amount invoiced for the laboratory work. The Laboratory cannot be held responsible for technically correct measurement results that do not reflect the animal’s state of health due to adverse circumstances (e. g. sample quality). The Laboratory expressly disclaims any liability for the correspondence between the identity of the sample and the sampled animal.

10. Statute of Limitation

(1) Claims for defects arising from breaches of duties associated with services, as well as warranty claims, any claims for reimbursement of expenses, and claims for compensation of futile expenses shall become statute-barred twelve months after the start of the statutory limitation period. This does not apply to claims for damages to life and limb or to claims for damages based on intent, gross negligence or fraudulent concealment of a defect.

11. Final Provisions

(1) The place of performance for all services under this contract is the Laboratory’s place of business in Leipzig (Vaxxinova Diagnostics GmbH, Deutscher Platz 5e, 04103 Leipzig).

(2) Insofar as a provision of the contract or these GTCs is or becomes invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of the contract or these GTCs. In such a case, the parties to the contract undertake to replace the invalid or unenforceable provision with a valid or enforceable provision that corresponds as closely as possible to the economic purpose and meaning of the provision. This also applies to any omissions in the contract or in these GTCs.

(3) The contractual relationship between the Laboratory and the Customer shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) The place of jurisdiction for all disputes arising from or in connection with this contractual relationship is Leipzig. However, the Laboratory shall in all cases be entitled to take legal action against the Customer at his/her/its general place of jurisdiction. Priority statutory provisions, in particular with regard to exclusive responsibilities, remain unaffected.

(5) These GTCs are drafted in the German and English languages. Both language versions are available at However, the English version is only a convenient translation of the German version. In the case of any discrepancy between the English and German versions, the German version shall prevail.

Correct as of: January 2020