Terms & Conditions

GENERAL TERMS AND CONDITIONS of ARCHIMEDlife GmbH

1. Scope
1.1 These General Terms and Conditions [GTC] apply to all contracts, offers, sales, deliveries, and services of ARCHIMEDlife GmbH.
1.2 To the extent the parties conclude a written contract, the terms and conditions contained therein shall take precedence over these GTC in the event of discrepancies. In such case, these GTC apply only to those points not covered by the contract.
1.3 ARCHIMEDlife GmbH performs and provides biochemical and genetic analysis services, develops new laboratory diagnostic tests, and provides research and other services in the field of life sciences.

2. Definition of terms – Cross references
2.1 “GTC“: These General Terms and Conditions of ARCHIMEDlife GmbH
2.2 “ARCHIMEDlife”: ARCHIMEDlife GmbH.
2.3 “Contracting partner“: ARCHIMEDlife’s contracting partner, or potential contracting partner, and/or any person claiming under a preliminary contract or contractual relationship with or against ARCHIMEDlife.

GENERAL PROVISIONS

3. Written form – Amendments to the GTC
3.1 Conflicting General Terms and Conditions, or terms and conditions deviating from these GTC, shall only apply if and when expressly approved of in writing by ARCHIMEDlife. This applies in particular to the contracting partner’s ordering and purchasing conditions if they conflict with these GTC or exclude certain terms and conditions. Product delivery conditions shall apply accordingly to the provision of services. Also ARCHIMEDlife’s acts to fulfill contracts, or the acceptance of payments, shall not be construed as ARCHIMEDlife’s approval of terms and conditions deviating from these GTC.
3.2 Terms and conditions deviating from or supplementing these GTC shall only apply to the legal transaction at issue, yet not to other legal transactions, in particular follow-up business transactions.
3.3 Amendments to these GTC shall be deemed approved and are also effective for existing contracts, unless the contracting partner objects to such amended GTC within one month after receipt thereof. The amended GTC may also be transmitted electronically (e.g., by e-mail).

4. Offer and Acceptance
4.1 Unless ARCHIMEDlife indicates otherwise, its offers − in writing or sent by e-mail or resulting from the services stated on the website − are non-binding.
4.2 ARCHIMEDlife’s cost estimates are non-binding and for consideration. ARCHIMEDlife shall be reimbursed for the cost of any estimate if no order is placed in response.
4.3 Contracting partners’ offers shall not be deemed accept-ed until confirmed in writing by ARCHIMEDlife or actually executed. A simple confirmation of receipt does not constitute a binding acceptance of an offer by ARCHIMEDlife.
4.4 Contracting partners’ offers may be accepted by ARCHIMEDlife within four weeks of the date of receipt.

5. Prices
5.1 ARCHIMEDlife’s prices are quoted in euro (€) and are net prices excluding VAT (value added tax). The VAT payable, if any, will charged additionally at the legal rate applicable from time to time.
5.2 In case of doubt, the prices quoted shall not be considered to be all-in prices. The prices are based on the current material and labor costs. If these costs change, the prices quoted may be subject to a surcharge.

6. Due Date – Terms of Payment
6.1 If ARCHIMEDlife is obliged to perform preparatory services it may, in its sole discretion, require an advance payment; if, after conclusion of the contract, circumstances arise evidencing a material deterioration of the contracting partner’s liquidity and/or financial situation (this is assumed in particular if the contracting partner has failed to make payments to ARCHIMEDlife in due time), ARCHIMEDlife is in any case entitled to demand a reasonable advance payment or another appropriate security (e.g., bank guarantee) before commencing performance or, if it has already started performing the contract, before it continues doing so. If the contracting partner fails to make the advance payment or to post the security in good time ARCHIMEDlife, following a 14-day grace period, may withdraw from the contract or its partial services still to be performed. The contracting partner may not derive claims of whatever kind vis-à-vis ARCHIMEDlife in connection with such withdrawal.
In addition, ARCHIMEDlife reserves the right to terminate the contract without further notice, if insolvency proceedings have been commenced against the contracting partner. Also, all outstanding costs shall become due immediately, if bankruptcy proceedings have been initiated against the partner, or if the contracting partner suspends payment of the agreed amount. ARCHIMEDlife may also terminate the contract for the above reasons in case of incomplete delivery by the contracting partner. In the event of a termination by ARCHIMEDlife, (partial) services already rendered will be invoiced in accordance with the contract and paid, without prejudice to any claims for damages ARCHIMEDlife may have. However, ARCHIMEDlife reserves the right to demand the return of already delivered products/services.
6.2 Down payments and partial payments do not bear interest.
6.3 All payments are to be made free of charges and without deductions (e.g. cash discount) within 30 days from the invoice date.
6.4 In case a payment deadline has been exceeded, even if only for a single partial payment, any benefits granted (rebates, discounts, etc.) are forfeited and will be added to the invoice or invoiced separately.
6.5 The contracting partner is entitled to set off claims only to the extent that counterclaims have been determined by a court or approved of in writing by ARCHIMEDlife.
6.6 In the event of default, default interest at the statutory rate shall apply. After the second reminder, dunning charges of €40.00 will be charged without further notice. Furthermore, the contracting partner agrees to reimburse all costs that exceed the above lump sum, i.e. dunning and collection costs, as well as attorney’s fees, accruing for the enforcement of a claim.
6.7 ARCHIMEDlife reserves the right to offset claims, if any, against outstanding invoices. Payments received will first be credited to interest and then to the customer; earlier outstanding amounts should be paid first. If the contracting partner is in delay with a payment or any other contractual obligation, ARCHIMEDlife may either insist on fulfillment of the contract and (a) postpone the fulfillment of own obligations until such payments or obligations have been fulfilled, (b) call the total outstanding amount due (and payable immediately) and, (c) compute default interest due, or terminate the contract without prejudice to any claims for damages after a reasonable period of notice.
6.8 Without prejudice to any other rights it has, ARCHIMEDlife, in the event of a default in payment, shall be entitled to suspend the performance of outstanding services or partial services of any kind resulting from the contract, or other similar contracts relating to the business relationship with the contractual partner, until full payment of amounts due has been received.

7. Contracting Partner’s Rights in the Event of Delay
7.1 In the event of a delay of more than four weeks caused by ARCHIMEDlife in the completion of a contract, the contracting partner is entitled to withdraw from the contract after granting an appropriate grace period. The setting of the grace period must be in writing, concurrently threatening withdrawal from the contract.

8. Performance of Services
8.1 Objectively justified minor modifications to the performance of services by ARCHIMEDlife, which the contractual partner can reasonably be expected to accept, shall be deemed approved in advance.
8.2 Objectively justified partial deliveries and services are admissible and can be invoiced.
8.3 Materials made available to ARCHIMEDlife by the contracting partner are to be delivered free of charge to ARCHIMEDlife Life Science GmbH, Leberstrasse 20/2, 1110 Vienna, Austria, Europe. Shipping or delivery costs shall be borne by the contracting partner. The contracting partner assumes liability for all materials provided and agrees to defend and hold ARCHIMEDlife harmless in that respect.
8.4 Unless expressly otherwise agreed in writing, delivery dates are considered estimated delivery dates, which may be postponed for justified grounds. ARCHIMEDlife’s observance of (confirmed) delivery dates is contingent upon the contracting partner’s provision, in good time, of suitable documents or material, in particular specimens or samples. ARCHIMEDlife reserves the right to effect and to invoice partial deliveries. In the event of unforeseeable circumstances (such as armed conflict, government regulations, cases of force majeure incl. fire, earthquake, other natural disasters, etc.; delays in transport and customs clearance, traffic obstruction, machine breakdown, loss of material and energy, difficulties and delayed delivery caused by suppliers, non-delivery, late delivery or poor quality of the materials required by ARCHIMEDlife for the execution of the order) ARCHIMEDlife is entitled to extend the delivery period−without giving grounds for termination−in accordance with the scope and duration of these circumstances and their consequences.
8.5 In case ARCHIMEDlife fails to comply with the agreed terms of delivery, with the exception of the circumstances listed in item 8.4 above, the contractual partner may terminate the contract after observing a reasonable grace period of at least two weeks for remedying the performance delay and only if ARCHIMEDlife can be shown to have acted with intent or gross negligence.

9. Intellectual Property
9.1 Offers, project designs, materials for diagnostic initiatives, plans, drawings, cost estimates, and other documents or trademark rights, technical or other studies, or newly developed diagnostic methods, etc., provided by ARCHIMEDlife or created through ARCHIMEDlife’s contribution, shall remain the intellectual property of ARCHIMEDlife. The use of such documents for other than the stipulated purpose, in particular their disclosure, processing, modification, reproduction, publication, and provision as well as dissemination via electronic media, including only partial copying, is subject to ARCHIMEDlife’s express approval.
9.2 The contracting partner and ARCHIMEDlife mutually agree to observe confidentiality with respect to third parties as regards the knowledge obtained from the business relationship.
9.3 To the extent the contracting partner provides ARCHIMEDlife with information and documents it agrees to defend and hold ARCHIMEDlife harmless with regard to all third-party claims vis-à-vis ARCHIMEDlife for the infringement of industrial property rights or copyrights.
9.4 If new intellectual property rights come into existence in connection with the implementation of a project, ARCHIMEDlife shall have exclusive rights to claim and register such IP rights as their owner, unless otherwise agreed in writing. The contracting partner is entitled to use the results produced for the contracting partner only within its company and under this contract.

10. Warranty
10.1 The warranty period for the services rendered by ARCHIMEDlife is 6 months from the date of provision of services.
10.2 The contracting partner’s rights arising from defects in delivered goods, services rendered or work performed are contingent upon the contracting partner’s checking for defects of the goods or the work within a reasonable period of time and the written notification of ARCHIMEDlife of such defects (notice of defect) within a period of 7 days from service provision (see section 10.1 above). Notice of hidden defects must be given forthwith, at the latest, however, within 7 days after their discovery. If notice of defect is not given in due time, the goods delivered or the work performed are deemed approved. In such case, warranty claims, claims for damages due to the defect itself and error are excluded.
10.3 Excluding the application of the Austrian General Civil Code, section 924, the contracting partner must prove that the defects claimed already existed at the time of delivery.
10.4 ARCHIMEDlife must be given at least two attempts to remedy a defect.
10.5 ARCHIMEDlife may avoid a rescission claim through improvement or adequate price reduction, provided the defect is not a major defect that can not be remedied.
10.6 ARCHIMEDlife’s remedying of a defect claimed to exist by the contracting partner does not constitute its acknowledgment of such claim.
10.7 In case of the contracting partner’s unjustified notices of defect the contracting partner undertakes to reimburse expenses incurred by ARCHIMEDlife in ascertaining the flawlessness or remedying the defects. In such case, ARCHIMEDlife’s compensation is based on its actual expenses.
10.8 To the extent this can reasonably be expected, the contracting partner agrees to discontinue any use or processing of the defective delivery/performance which threatens to cause further damage or renders inquiries as to the cause of the defect more difficult or impossible.
10.9 To the extent this is economically justifiable, the defective supply, or samples, are to be returned to ARCHIMEDlife.
10.10 Consumables used for carrying out analyses are excluded from the warranty. This shall also apply to a defective result obtained on the basis of samples that were not free of defects made available to ARCHIMEDlife.
10.11 The product properties owed are those that the contracting partner, taking account of its knowledge and experience, can expect in light of licensing regulations, operating instructions, and other product-related instructions and notes (in particular also inspection and maintenance) of ARCHIMEDlife, third-party manufacturers or importers. The contracting partner agrees to defend and hold ARCHIMEDlife harmless with regard to recourse claims.
10.12 Any service replaced during the warranty period becomes ARCHIMEDlife’s property. Excluded from the warranty are defects resulting from the contracting partner’s or a third party’s negligence or misuse of the service. Normal variations in the scope and/or quality of the services delivered do not constitute a defect or a failure to comply with the contract. The warranty shall cease to apply if an attempt to improve the services provided by the contracting partner or an unauthorized third party is made without ARCHIMEDlife’s written consent. ARCHIMEDlife will not accept invoices for such repairs, which also do not extend the warranty period.

11. Claims for Damages – Extent of Liability
11.1 Claims for damages against ARCHIMEDlife are excluded, unless the damage is based on ARCHIMEDlife’s gross negligence or intent. At any rate, ARCHIMEDlife’s liability is limited to direct damage to the delivery. ARCHIMEDlife assumes no liability for damage to goods not covered by the contract, for lost profits, as well as for any direct or indirect consequential damage. Any further claims by the contracting partner against ARCHIMEDlife are excluded.
11.2 ARCHIMEDlife’s liability vis-à-vis contracting partners is limited to the maximum amount payable under a third party liability insurance, if any, taken out by ARCHIMEDlife. This limitation shall also apply to the damage to an object which ARCHIMEDlife has accepted for processing.
11.3 Liability limitations and exclusions also apply to claims for damage caused to the contracting partner by ARCHIMEDlife’s employees, representatives, and agents.
11.4 Claims for damages must be asserted at court by the contracting partner within 6 months; otherwise the claim will expire.
11.5 If and to the extent the contracting partner may claim insurance benefits under a non-life insurance contract it has concluded or that has been concluded in its favor (e.g., third party liability, collision damage, transport, fire, business interruption insurance, etc.) for damage which ARCHIMEDlife is responsible for, the contracting partner agrees to claim such benefits and ARCHIMEDlife’s liability vis-á-vis the contracting partner in this respect shall be limited to any loss incurred by the contracting partner as a result of any such insurance claim (e.g., increase in insurance premium).

12. Miscellaneous
12.1 Exclusive jurisdiction for all disputes arising out of or in connection with the contract and its implementation shall be with the court in Vienna competent in terms of subject matter. However, ARCHIMEDlife reserves the right to also sue the contracting partner at the court having jurisdiction at the contracting partner’s domicile.
12.2 The place of performance is Vienna.
12.3 The legal relationship between the parties shall be exclusively governed by Austrian law with the exclusion of the UN purchasing law and national and international conflict of laws rules.
12.4 Should any provisions of these GTC be or become void or invalid in full or in part, the remaining provisions shall not be affected thereby. The parties agree to replace invalid or unenforceable provisions by legally effective and enforceable provisions that correspond to the meaning and purpose of the invalid or unenforceable provisions and come as close as legally possible to their economic effects. The same shall also apply to contractual loopholes, if any.
12.5 The contracting partner agrees that ARCHIMEDlife may electronically store and process the data transmitted and expressly agrees to the transfer to ARCHIMEDlife’s parent and subsidiary companies, within the scope of reporting, controlling, and auditing, of all data regarding the contracting partner, in particular master data, including information about orders, that have become known in connection with the business relationship with the contracting partner. The contracting partner has the right to withdraw such agreement under the Data Protection Act.
12.6 The contracting partner must inform ARCHIMEDlife of changes to its business address as long as the contractual legal transaction has not been fully executed by both parties. If such information is not given, declarations are deemed received also if sent to the contracting partner’s address as last notified of.
12.7 ARCHIMEDlife may, at its own discretion, commission subcontractors with the performance of services.

13. Retention of title
13.1 The services ARCHIMEDlife has provided to the contracting partner shall remain ARCHIMEDlife’s property until the purchase price has been paid in full, including interest and collection costs. ARCHIMEDlife reserves such right for as long as it has claims against the contracting partner from other deliveries. Unless otherwise agreed upon in writing, methods and techniques developed by ARCHIMEDlife must not be passed on to third parties. Unless otherwise agreed upon in writing, the contracting partner must not use the know-how in connection with the services provided by ARCHIMEDlife for any commercial purpose. In case of non-compliance, ARCHIMEDlife reserves the right to charge a penalty (not subject to judicial mitigation) in the amount of €20,000.00 per violation).

14. Default of Acceptance
14.1 In the event of the contracting partner’s default of acceptance ARCHIMEDlife, after granting a reasonable grace period, may withdraw from the contract or from partial services still to be performed. A violation of the contracting partner’s cooperation obligation shall in particular also constitute a default of acceptance. ARCHIMEDlife reserves further claims resulting from the contracting partner’s default of acceptance.

15. Taking-over – Transfer of Risk/Warranty
15.1 The dispatch of the product/service/report or finding is always at the contracting partner’s risk, regardless of the agreed price and even if ARCHIMEDlife carries out or arranges the dispatch. Therefore, risks pass to the contracting partner at the moment of handing over for dispatch. If the dispatch from ARCHIMEDlife’s premises, Leberstrasse 20/2, 1110 Vienna, Austria, Europe, is delayed for reasons ARCHIMEDlife is not responsible for, the risk is transferred from ARCHIMEDlife to the contracting partner provided the latter has been advised that the product is ready for shipment. As a result of such taking-over, the risk is transferred to the contracting partner and warranty periods shall commence.
15.2 The contracting partner bears the risk for materials delivered by ARCHIMEDlife and stored at the place of performance.

SPECIAL PROVISIONS FOR CARRYING OUT AND PROVIDING OF SAMPLES

16. Ordering of samples
16.1 The contracting partner may order ARCHIMEDlife to perform biochemical or genetic testing services for specific samples from specific patients in writing, by electronic means, or by sending in the dried blood spot cards provided by ARCHIMEDlife. These orders must be submitted by a physician responsible for the patient, and an order or registration via the webportal provided by ARCHIMEDlife is required.
16.2 The order/commissioning must include a copy of the declaration of consent signed by the patient or his legal representative; ARCHIMEDlife provides the declaration of consent form by post, e-mail, or via its webportal.
16.3 ARCHIMEDlife reserves the right to refuse the processing of an order or of a sample if incomplete documents has been submitted of if the patient’s declaration of consent is missing.

17. Sending of samples
17.1 Samples must be sent to ARCHIMEDlife GmbH, Leberstrasse 20/2, 1110 Vienna, Austria.

18. Sample Analysis and Reporting/Providing of Findings
18.1 Once the required documents have been made available and ARCHIMEDlife has confirmed the processing of the order, the patient-specific samples submitted on the dry blood spot cards or other media will be analyzed and the respective report or findings produced.
18.2 Each sample submitted to ARCHIMEDlife, as well as the biochemical and/or genetic tests ARCHIMEDlife has been commissioned to perform are carried out in compliance with the highest and latest scientific and analytical standards. Nevertheless, it cannot be excluded that, in rare cases, genetic or biochemical tests do not show the correct result if, for example, the quality of the material submitted to ARCHIMEDlife is insufficient, or tests fail for unforeseen or unknown reasons that can not be controlled in advance. If such circumstances could not reasonably have been detected by ARCHIMEDlife, ARCHIMEDlife assumes no responsibility and/or liability for an incomplete, possibly misleading or even false analysis result.
18.3 ARCHIMEDlife transmits the reports or findings produced after completion of the analysis to the responsible physician by mail to the physician’s or the hospital’s address as stated, or makes these available via the webportal provided by ARCHIMEDlife.
18.4 Each of the reports and findings produced and transmitted by ARCHIMEDlife only applies to the sample specified therein, as tested under the test parameters and requirements stipulated. The responsible physician only is in charge of transmitting and communicating results to the patient concerned – in this context ARCHIMEDlife assumes no liability for reductions, conclusions or generalizations made by the physician in charge, the partner, or third parties on the basis of the report or findings.
18.5 If ARCHIMEDlife is required to recheck the original analysis or the report or findings, for which further additional expenditure and work are necessary, ARCHIMEDlife is entitled to charge such additional costs, provided the initial analysis result is confirmed.
18.6 The reports or findings made available to the responsible person can be transmitted by him (depending on the scope of the patient’s declaration of consent), or the patient himself, to the patient’s family doctor or to third parties in unchanged form as produced by ARCHIMEDlife. Should the physician in charge detect a lack of clarity, shortcomings or other possible deficiencies in the report or findings, he must inform ARCHIMEDlife thereof without delay in writing, by electronic means or by phone at the hotline he has been notified of and require further explanations and possible changes in the report or findings, or a renewed analysis. ARCHIMEDlife agrees to reanalyze the sample without delay.

19. Use of the data transmitted to ARCHIMEDlife
19.1 Upon the contracting partner’s placing of the order, and ARCHIMEDlife’s acceptance thereof, the contracting partner agrees that ARCHIMEDlife may store the data transmitted for their own commercial and non-commercial purposes and, in particular, for scientific purposes. ARCHIMEDlife agrees that all patient data made available to ARCHIMEDlife will be used as anonymized data only. ARCHIMEDlife agrees to ensure that the data received will be anonymized and that nobody can draw conclusions on the patient.

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