1. PURPOSE
The purpose of this document is to define the General Terms and Conditions of Business in the Central Laboratory (hereinafter referred to as: General Terms and Conditions) between BICRO BIOCentre, Ltd. (hereinafter referred to as: BIOCentre) as the service provider and the client (hereinafter referred to as: Client) as the service user, with regard to the stipulated services provided by the Central Laboratory, which are the subject matter of these General Terms and Conditions.
2. SCOPE
This procedure shall apply in BIOCentre’s Central Laboratory, to the quotation issued by BIOCentre (hereinafter referred to as: Quotation) and to the contractual relationship resulting from the acceptance of BIOCentre’s quotation by the Client, forming an integral part of the related acts and contractual relationships.
3. SUBJECT MATTER OF THE GENERAL TERMS AND CONDITIONS
The services provided by the Central Laboratory may include: the designing of experiments, development/transfer/validation of methods, performance of a specific experiment/analysis, provision of consulting services, result interpretation and training. They may also include all other Services offered by the Central Laboratory that BIOCentre performs for the Client, provided that they fall within the scope of BIOCentre’s registered activities and that BIOCentre is able to provide the services commissioned by the Client (hereinafter jointly referred to as: Services).
BIOCentre’s Central Laboratory is a scientific and research laboratory that is not accredited by a public (e.g. accreditation by the Croatian Accreditation Agency according to ISO17025) or other governing body (e.g. accreditation by the Croatian Agency for Medicinal Products and Medical Devices according to Good Laboratory Practice) and therefore may not issue certificates of analysis.
4. THE CLIENT’S OBLIGATIONS RELATING TO THE PROVISION OF INFORMATION AND SAMPLES AND THE MAINTENANCE OF A GOOD COLLABORATION
4.1. The Client is a natural person or legal entity able to enter into a business relationship.
4.2. The Client is required to provide, upon BIOCentre’s request, all the information that BIOCentre may consider necessary for drawing up a Quotation or an agreement and for the maintenance of a good collaboration. The personal information necessary for drawing up a Quotation or an agreement are as follows: the name of the Client and of the authorised (contact) person, company name, registered office address, UTR and a contact phone number and email address. The Client is required to inform BIOCentre of any changes to the information listed above within 7 days of the change occurring. Should the Client fail to provide BIOCentre with the new personal or identification data within the specified timeframe, the Client agrees that the stipulated Quotation, agreement, result analysis/reports or products as well as the related invoice shall be considered delivered if sent to the last provided personal or contact address.
In addition to identification and personal information, the Client is required to provide BIOCentre with all the information relating to the types of Services commissioned from BIOCentre. The Client may find the list of Services provided by BIOCentre on BIOCentre’s website.
4.3. Communication between BIOCentre and the Client may take place face-to-face in business meetings with minutes, by phone, by email or using audio or video conferencing technology.
4.4. Throughout the entire duration of the collaboration, including the period of negotiation with the purpose of signing an agreement and throughout the duration of the agreement, the Client is required to appoint one or more authorised persons (contact persons) who will represent the Client (hereinafter referred to as: authorised person). The authorised person shall be responsible for providing the necessary information on the Services commissioned by the Client from BIOCentre, in order to enable BIOCentre to provide adequate Services. Beginning with the negotiation phase with the purpose of signing an agreement, BIOCentre shall receive from the authorised person the instructions and orders that shall be considered a reflection of the Client’s will. The Client shall notify BIOCentre of any change of authorised person during collaboration in writing, promptly and without undue delay. The Client shall bear in mind that the reflection of the will of the authorised person is a true reflection of the Client’s will in order to avoid possible difficulties that BIOCentre may encounter in the event of divergent expressions of the Client’s will by different persons or by unauthorised persons. BIOCentre shall act exclusively in accordance with the instructions of the authorised person. BIOCentre shall act exclusively in accordance with the instructions of the authorised person until receiving notification of a change of authorised person.
4.5. The Client undertakes to collaborate with BIOCentre in order to enable BIOCentre to provide all the commissioned and stipulated Services in a timely manner, and to that end the Client shall provide BIOCentre with all the materials, documents, data, samples, chemicals and anything else that shall enable BIOCentre to undertake the timely provision of the stipulated Services. The Client undertakes to give BIOCentre access to all the information and systems necessary for providing the stipulated Services.
4.6. The Client is required to maintain communication with BIOCentre in order to enable BIOCentre to provide the stipulated Services in a timely manner. Should BIOCentre request from the Client additional information, materials, documents, data, samples, chemicals and anything else during the provision of the Services, the Client is required to provide a written response to BIOCentre within 2 working days from the receipt of BIOCentre’s notification. The response time is included in the deadline for the provision of the stipulated Services by BIOCentre. In case of the Client’s failure to respond to BIOCentre’s notifications or requests within the defined period, the stipulated deadline shall be extended by the period of time it took the Client to provide BIOCentre with feedback. The deadline for the provision of the Services shall also be extended in case of any departure from the regular procedure of analysis (for example, due to frequent changes to instructions by the Client, instrument failures, etc.) or in case of force majeure.
5. SIGNING THE AGREEMENT AND TYPES OF AGREEMENT
5.1. BIOCentre shall, at the Client’s request and in keeping with preceding negotiations, send the Client an informative Quotation, containing all the essential elements of the contract, and by accepting the quotation within the timeframe specified, a contractual relationship is formed. The Client shall confirm the acceptance of the quotation via email or by sending an order form. The quotation shall state that these General Terms and Conditions shall form an integral part of the agreement. In case of a discrepancy between the provisions of the Quotation and these General Terms and Conditions, the provisions of the Quotation shall prevail over these General Terms and Conditions.
5.2. In addition to contractual relationships formed on the basis of the acceptance of the Quotation and defined in Article 5.1 of these General Terms and Conditions, BIOCentre may, at the Client’s request or whenever it deems necessary, sign a written agreement with the Client without a prior Quotation or agreements with a Quotation as an integral part thereof.
5.3. In the event of a contractual relationship formed without a prior Quotation, as defined in Article 5.2 of these General Terms and Conditions, the Terms and Conditions of the agreement shall apply, and in case of a discrepancy between the provisions of the agreement and the General Terms and Conditions, the provisions of the agreement shall prevail over these General Terms and Conditions.
5.4. In the event of a contractual relationship with a quotation as an integral part thereof, as defined in Article 5.2 of these General Terms and Conditions, a contractual relationship is formed at the moment when the agreement is signed, and in case of a discrepancy among the provisions of the Quotation, the agreement and these General Terms and Conditions, the provisions of the agreement shall prevail over the Quotation, and the provisions of the Quotation shall prevail over these General Terms and Conditions. Further to the above, the Client is required to inform BIOCentre, immediately upon receipt of the Quotation, that the Client insists on signing an agreement, instead of forming a contractual relationship based on the acceptance of the Quotation. BIOCentre is required to proceed to the signing of the agreement within a reasonable timeframe, considering that the quotation, in that case, is only an attachment to the agreement.
5.5. The Client may find the General Terms and Conditions on BIOCentre’s website.
6. PAYMENT TERMS
6.1. BIOCentre provides the Services at its own premises. Any provision of a part of the Services at the Client’s premises shall be charged according to the Quotation issued by BIOCentre following the received request for a quotation for each service, unless differently agreed upon.
6.2. BIOCentre shall issue an invoice to the Client following the performance of the contractual obligation. The invoice shall be created based on the Services actually provided. In the event of long-term experiments, the invoice shall be issued in accordance with the payment schedule, that is, based on the previously agreed upon time intervals or those defined in the Quotation. The invoice shall be issued complete with a detailed description of the Services and the due date for payment by the Client. The Services of procurement of chemicals and equipment as well as Services commissioned by BIOCentre, in agreement with the Client, from an outside service provider (third party), shall be paid by the Client prior to their provision, in accordance with the Quotation or the agreement. An advance payment guaranteeing the beginning of the provision of the Services shall be made by the Client to BIOCentre in accordance with the terms of the agreement, the payment schedule and as defined by the contractual relationship. BIOCentre reserves the right to change the prices of the services of long-term experiments in the event of a change in the prices of chemicals and other consumables or any other part of the services commissioned by BIOCentre from a third party. In that case, BIOCentre shall inform the Client of the change and send a new Quotation for the service stating the new price.
The Services which are part of the BIOEducation programme shall be invoiced by BIOCentre prior to the provision of the Services and the Client shall pay for the Services prior to their provision (advance payment, based on the quotation), in accordance with the terms and conditions defined in the Quotation or in the agreement. The invoice for the services provided shall be issued by BIOCentre following the completion of training.
6.3. BIOCentre shall send all the invoices to the Client by post, via the electronic invoice delivery system or by email if the Client opts for this type of delivery. The Client is required to ensure the accuracy and the availability of the office address and email address.
6.4. Any complaints in relation to the amount of the invoice shall be submitted to BIOCentre in writing within 3 working days from the receipt of the invoice. BIOCentre is required to respond to complaints within 30 days. Failure to complain shall be taken as the Client’s acceptance of the invoice in its entirety.
7. BIOCENTRE’S OBLIGATIONS IN RELATION TO THE DELIVERY OF RESULTS AND DATA
7.1. Upon the completion of the stipulated services, BIOCentre shall deliver the results to the Client in the form of standard instrument readings or another agreed upon product. The Client may request a detailed analysis report, including the interpretation of results, the use of graphs, images, a detailed description of the materials and methods or statistical data processing. A detailed report shall be charged according to the Quotation, unless differently agreed upon.
7.2. Upon completion of the stipulated services, BIOCentre shall return to the Client all the materials and documents received for use from the Client, but reserves the right to retain a certain quantity of the original and produced sample/material in case of the need for an expert opinion.
8. CORRECTION OF DEFECTS AND EXCLUSION OF LIABILITY
8.1. BIOCentre shall provide the Services to the Client pursuant to the provisions of the regulations in force in the Republic of Croatia and in accordance with the stipulated obligations. BIOCentre undertakes to provide all the Services in a professional, expert and timely manner.
8.2. BIOCentre shall not be held responsible for any type of damage caused by technical defects during the use of BIOCentre’s Services, any damage caused by inadequate storage of samples/materials prior to their delivery to BIOCentre, any damage caused by the physical limitations of the instruments indicated in the instruments’ specifications as well as any damage caused by other factors, excluding the damage caused by an act of gross negligence by BIOCentre’s staff.
8.3. The Client may submit a written complaint regarding a defect within 15 (in letters: fifteen) calendar days from the day of the receipt of the commissioned results/report/product by the Client. BIOCentre undertakes to eliminate all visible traces of the reported defect in as short time as possible.
8.4. Any divergence of the analysis results obtained or of the service provided from the expectations of the Client shall not be considered a visible defect.
8.5. Should the Client fail to present a complaint within 15 days, it shall be considered that the Client has no complaints in relation to the Services.
9. TERMINATION OF THE AGREEMENT
9.1. The process of the provision of Services by the Central Laboratory shall be considered completed upon the delivery of all the stipulated analysis results/reports/products, unless specified differently by the Client. BIOCentre shall return to the Client any materials and documents received for use from the Client, but reserves the right to retain a certain quantity of original and produced sample/material in case of the need for an expert opinion.
9.2. The duration of the service provided by the Central Laboratory is defined by the Quotation or the agreement as well as any extension of the duration.
10. SPECIAL CONDITIONS RELATED TO THE SERVICES OF THE CENTRAL LABORATORY
10.1. Pursuant to these General Terms and Conditions, the services provided by the Central Laboratory may include: the designing of experiments, development/transfer/validation of methods, performance of a specific experiment/analysis, provision of consulting services, result interpretation and training. The Client may find the list of Services provided by BIOCentre on BIOCentre’s website.
10.2. In the event that the provision of the Services by BIOCentre requires the receipt of samples/materials from the Client, the procedure for receiving samples/materials in the Central Laboratory is regulated by BIOCentre’s internal policies. The receiving process includes the evaluation of the general condition of the samples/materials received, entry into the register of samples/materials received and storage in line with the requirements for samples/materials. If the visual inspection is not satisfactory, a complaint may be made to the Client in order to replace the inadequate sample/material.
10.3. In order for BIOCentre to be able to initiate the process of experiment designing, development/transfer/validation of methods or performance of a specific experiment/analysis, the Client is required to explain in a clear manner to BIOCentre the type of Services expected and to provide BIOCentre with all the necessary information and documents requested by BIOCentre. Based on the information thus obtained, BIOCentre shall design and define the course of the experiment, submitting the proposal to the Client.
Should the study (the design and course of the experiment) involve long-term research work requiring the use of the literature, development of analyses and a product development timeline, BIOCentre may make a quotation for the service of designing a study which precedes the study and the experiments envisaged by the commissioned study.
The Client may request changes to the design/experiment by setting out the exact criteria and reasons in writing. BIOCentre shall accept the changes provided such a modified experiment can be conducted in the Central Laboratory. BIOCentre shall draw up a Quotation and, following the Client’s acceptance of the Quotation, initiate the process of preparation/purchase of the materials necessary to conduct the experiment. Standard and specific chemicals and consumables may be ordered separately by the Client and delivered to BIOCentre, in which case BIOCentre shall not charge the Client the costs of the aforementioned chemicals and consumables necessary to provide the Service. In the event that, following the acceptance of the Quotation, the Client shall request changes to the Service or a different Service, BIOCentre reserves the right to additionally charge for any action undertaken in order to meet the Client’s requests.
10.4. BIOCentre is not obliged to train the Client to use technologies and tools that BIOCentre does not produce. The right to training in the use of the technologies and tools which BIOCentre uses shall be regulated by a separate agreement.
11. STORAGE AND USE OF THE CLIENT’S DATA
11.1. BIOCentre shall store all data related to the Client as classified, except for:
- the company name and the official office address of the Client may be rendered public in the list of users and references;
- the company name and the official office address of the Client may be used when creating a list of recipients of promotional materials by post;
- the company name and the email address of the Client or user may be used when creating a list of recipients of promotional materials by email.
11.2. BIOCentre shall not forward to third parties the data of the Client that the Client made available when signing an agreement. BIOCentre shall not give personal information to other Clients nor shall personal information be processed for any other purpose than the one stipulated and which the Client gave consent to.
11.3. The Service Client or user shall inform BIOCentre in writing that the Client does not consent to the use of their data outlined above, and such notification shall mean that the service provider is prohibited from using the data.
11.4. The Client is required to notify BIOCentre, within 2 days, of any change to the data. In the event that the Client has failed to notify the service provider of a data change, the service provider shall fulfil the contractual obligations in a correct and orderly manner based on the information available.
11.5. The Client’s or user’s personal data is collected, stored and processed pursuant to the General Data Protection Regulation 2016/679 and pursuant to the regulations in force in the Republic of Croatia.
11.6. The removal of any data provided by the Client from BIOCentre’s database is subject to a written request.
12. STORAGE AND USE OF DELIVERED AND/OR PRODUCED SAMPLES AND ANALYSIS RESULTS
12.1. The instrumental (“raw”) data and analysis results shall be stored for up to three years after the analysis, unless otherwise specified in the agreement between the Client and BIOCentre.
12.2. The samples shall be stored for 30 days after analysis, unless differently specified in the agreement between the Client and BIOCentre.
12.3. BIOCentre is not responsible for any delays or inability to provide the services due to events or circumstances beyond BIOCentre’s control, including the limitation of business activities imposed by the national authorities, in the event of war, revolution, coup, natural disasters such as fires, earthquakes, floods (“Force majeure”).
BIOCentre and the Client undertake to inform in writing the other party of the occurrence of a “Force majeure” event within 3 days of their occurrence.
Any postponement or failure to provide the stipulated Services due to “Force majeure” shall entitle any party to terminate the agreement and demand a reduction of the cost in writing.