Geneva Biotech is a privately held biotechnology company, based in Geneva, Switzerland. Founded in 2012

Terms for Commercial Users

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Terms for Commercial Users

This page describes the terms and conditions on which we supply to Commercial Users any of the Products listed on our website Geneva Biotech leaves it purely to our own discretion to determine which individuals or legal entities are Commercial Users.

Please read these terms and conditions carefully before contacting us, and considering printing or saving a copy of this page for your future reference.

1. Company Information is a website operated by GBiotech Sárl (Geneva Biotech). We are registered in Switzerland under Federal Identification Number CH-660.0.948.012-3 and our registered address is at Chem. De Malvand 8 1292 Pregny-Chambésy Switzerland.

2. Your status as a Commercial User wishing to order a Product from us prior to obtaining a commercial license

Commercial Users wishing to use our Products for any purpose are required to first sign a Commercial License Agreement. Please contact us to obtain a Commercial License Agreement template.

2.1 Your status as a Commercial User already using our technologies without having a valid commercial license from us

Geneva Biotech maintains either exclusive license from 3rd Parties, or full ownership over all technologies listed on this website. Geneva Biotech shall retain exclusive Intellectual Property ownership of all modified derivatives of our technologies, for example, through modification of DNA sequences of our original vector sequences. Furthermore, Geneva Biotech shall retain exclusive Intellectual Property ownership of all chemical and biological compounds, and rights to any utilities for such compounds which are identified for example, through screening or testing using our technologies. Similarly, Geneva Biotech shall retain exclusive Intellectual Property ownership of all chemical and biological compounds produced using our technologies, and rights to any utilities for such compounds. Finally, Geneva Biotech shall retain exclusive Intellectual Property ownership of all scientific data using our technologies, and rights to any utilities for such data.

If you are inadvertently using our technologies without a valid commercial license, please contact us to obtain a valid Commercial License.

Commercial Users wishing to use our Products for any purpose are required to first sign a Commercial License Agreement. Please contact us to obtain a Commercial License Agreement template.

3. Our Commercial License Agreement

Our Commercial License Agreement typically provides access rights to our baculoviral genomes. Furthermore, our Commercial License Agreement typically provides access rights to competent cells containing our baculoviral genomes from Intact Genomics (USA). We provide Commercial Users access to our plasmid transfer vectors under the same conditions as for academic users, and our plasmid vectors are also available to commercial users from Intact Genomics or Genscript (USA).

4. Your status as a Commercial User wishing to order a Product from us after signing a Commercial License Agreement

Unless otherwise defined in the Commercial License Agreement, Commercial users are free to order Products from us, described as follows. Geneva Biotech accepts orders by email, fax, or paper order (letter). By placing an order, you warrant that: (i) you are legally capable of entering into binding contracts in the name of your organization; (ii) entering into this agreement with us will not constitute a breach or violation of any other agreement or understanding, written or oral, to which you are a party; (iii) you will comply with all applicable laws, rules and regulations in your place and country relating to the use, handling, storage, transfer and disposal of the material we send you with particular attention paid to laws, rules and regulations governing recombinant DNA, viruses, and cultured cells; (iv) the material we send you, or derivatives thereof, will not be used in either humans or animals.

5. How the Contract is formed between you and us

After placing an order by email, fax, or letter, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you a second e-mail that confirms that the Product has been mailed (Dispatch Confirmation). The contract between us (the Contract) will only be formed when we send you the Dispatch Confirmation.

6. The Contract

Applies only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.

7. Use of the Product and transfer to 3rd parties

Rules on the transfer of Product(s) to 3rd parties will be defined in the License Agreement.

8. Availability and delivery

We will attempt to ship your order within three (3) working days of the date of the Dispatch Confirmation. This period may be extended in the event of exceptional circumstances, and if this is the case we will inform you of the anticipated delay by email.

9. Risk and title

9.1 The Products will be at your risk from the time of delivery.

9.2 Ownership of the Products will only pass to you when we receive full payment for the Products, including VAT and delivery charges.

10. Price and payment

10.1 The price of any Products will be as quoted on our site, except in cases of obvious error.

10.2 These prices exclude VAT and delivery costs, which will be added to the total amount due. These are set out in the delivery charges section on the online ordering section of this site.

10.3 Prices may change over time, but these price changes will not affect orders where we have already sent you a Dispatch Confirmation.

10.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that if a Product’s correct price is less than the price listed on our site, we will charge you the lower amount when dispatching the Product to you. If a Product´s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of this rejection.

10.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and could have reasonably been recognized by you as an incorrect pricing.

10.6  Late Payment. You shall pay Geneva Biotech within thirty (30) days from the date of receipt of the invoice(s), or, if applicable, according to the compensation rate and payment schedule as set forth in your price quote. Invoices shall be sent to you electronically upon delivery of the applicable Product(s) to you. If you default in any payment when due, (a) an interest of 1.5 % will be accrued per month of the overdue payment as of the date when such payment was due, and (b) if such payment default is not rectified within thirty (30) days of receiving written notice of the alleged breach or failure. If such payment default is not rectified within one hundred and twenty (120) days of receiving written notice of the alleged breach or failure an interest of 4.0 % will be accrued per month of the overdue payment as of the date when such payment was due

11. Our refunds policy

If after you receive our Product, within 10 days you may decide for any reason (e.g. because you claim that the Product is defective, or you do not agree to our policies or the terms of the License Agreement) to return a Product to us for a full refund.In this case, we will refund the price of the Product in full, including the cost of sending the item to you. However, you will be responsible for sending the Product back to us in the form you received it, and you agree to bear the cost of returning the item to us.

12. Our liability

12.1 We warrant to you that any product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which it is supplied.

12.2 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased and any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.

12.3 This does not include or limit in any way our liability:
(a) For death or personal injury caused by our negligence;
(b) For fraud or fraudulent misrepresentation; or
(c) For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

12.4 We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us, including but not limited to:
(a) loss of income or revenue
(b) loss of business
(c) loss of profits or contracts
(d) loss of anticipated savings
(e) loss of data, or
(f) waste of working time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

13. Import duty

13.1 If you order Products from our site for delivery outside Switzerland, they may be subject to import duties and taxes. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

13.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.

14. Written communications

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that all communication with us will be electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

15. Notices

All notices given by you to us must be given to Geneva Biotech by email at: [email protected]. We will give notice to you at the e-mail you provide to us when you place an order with us.

16. Transfer of rights and obligations

16.1 The contract between you and us is binding on you and us and on our respective successors and assigns.

16.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

16.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

17. Events outside of your or our control (Force Majeure)

Neither Geneva Biotech or the Purchaser of a Product are liable for failure to perform our respective contractual obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity,internet or telephone service.

If a party asserts Force Majeure as an excuse for failure to perform the party’s obligation, then the nonperforming party must prove that they took reasonable steps to minimize delay or damages caused by foreseeable events, that they substantially fulfilled all non-excused obligations, and that the other party was timely notified of the likelihood or actual occurrence such an event.Both Geneva Biotech or the Purchaser of a Product will operate in best faith to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure event.

18. Waiver

18.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from your obligations to comply with such obligations.

18.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

18.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13.

19. Severability

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will be severed from the remaining terms, conditions and provisions which will continue to be valid.

20. Entire agreement

20.1 These Terms and Conditions and any document expressly referred to in them supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

20.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other prior to such Contract except as expressly stated in these Terms and Conditions.

20.3 Neither of us shall have any remedy in respect to any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party´s only remedy shall be for breach of contract as provided in these terms and conditions.

20.4 In case of any potential conflict between the Contract and these Terms and Conditions, then the Contract takes precedence.

20.5 In case of any potential conflict between the License Agreement and these Terms and Conditions, then the License Agreement takes precedence.

21. Our right to vary these Terms and Conditions

21.1 We have the right to revise and amend these Terms and Conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.

21.2 You will be subject to the policies, Terms and Conditions and License Agreement in force at the time that you order Products from us, unless any change to those policies, these Terms and Conditions or the License Agreement is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies, these terms and conditions or the License Agreement before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).

22. Ownership of Rights

All intellectual property rights in the Products (including without limitation patents, copyright, registered designs, unregistered design rights, trademarks, rights in trade names and other industrial or intellectual property rights subsisting in any country) shall remain the exclusive property of Geneva Biotech at all times.

23. Law and jurisdiction

Contracts for the purchase of Products through our site will be governed by Swiss law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction of the courts of Switzerland.

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