Standard Terms and Conditions For the Supply of Products and Services

Summary

This document specifies the terms and conditions provided and accepted by any user accessing any information provided by Edelweiss Connect GmbH or Edelweiss Connect Inc. (EwC) facilities made available through the SaferWorldbyDesign (SWbD) website (https://www.saferworldbydesign.com/) or its subdomains. Such terms and conditions will be implemented through the EwC registration, login and authorization and authentication (A&A) facilities. All resources subject to EwC’s A&A facilities will be subject to these terms and conditions.

These General Standard Terms and Conditions for deliveries and services shall apply to all deliveries and services provided by SWbD to customers who are research institutes, entrepreneurs, legal persons under public law, or special funds under public law (the “Customer”).

Any validity of the customer's general terms and conditions shall be excluded unless SWbD has expressly accepted them in writing. Execution of the customer's purchase orders shall not entail acceptance of the customer's general terms and conditions, even if such are not expressly opposed by SWbD.

If the customer has accepted the General Standard Terms and Conditions of SWbD following their presentation, then these shall also apply to any future deliveries and services to customers.

Definitions

“SWbD” in the context of these terms and conditions includes any resources involving any applications, facilities, information and linked resources made available through the SaferWorldbyDesign website (located under a sub-domain of https://www.saferworldbydesign.com/);

“Registration Form” means the registration form which you are required to complete giving details of your registration to access SWbD;

“this Agreement” means these terms and conditions and the Registration Form;

“we, us, our” means EwC and its Partners in the SWbD platform consortium as specified by agreements between the Partners and Edelweiss Connect (EwC);

“Partner” is an organization or individual who has completed an agreement with EwC to provide value to the development of the SWbD platform and its service provision to Users and including a Data Access and Disclosure Agreement[BH1] providing oversight of permissions for information access and use;

“Customer, you, your” means the User whose name is set out in the SWbD Registration Form and is using the SWbD.

1) General terms and applications

a) Specification of Services, Intended Purposes

i) SWbD shall deliver products for use in medical, scientific and pharmaceutical research. As a rule the products are not intended for application in living human organisms (in vivo). Corresponding application by the customer shall not be permitted.

ii) The customer shall not be entitled to employ the products for purposes other than research, product development and safety assessment. If and insofar as the products and services from SWbD have been produced under license for third parties, then the customer shall take the submitted licensing terms and conditions of third parties into consideration and may only make use of such within the scope of the rights granted therein. SWbD shall advise the customer of existing industrial property rights of third parties prior to conclusion of contract.

iii) Product characteristics shall be owed by SWbD only insofar as such characteristics are indicated by SWbD or promised to the customer.

iv) After delivery the customer shall be responsible for professional handling of the product. The material shall be worked on by trained technical personnel in a modern laboratory environment. Cold chains shall be maintained as needed. Current safety standards shall be taken into consideration.

2) Offer and offer documents

a) Offers, Conclusion of Contract

i) General information provided by SWbD with regards to available products shall not represent a binding offer.

ii) Customer purchase orders shall result in the conclusion of contract if the customer accepts a binding offer from SWbD with the same content within the acceptance period, or if SWbD confirms customer purchase orders that are not based on a submitted offer in writing or executes such.

iii) Silence or inactivity on the part of SWbD shall not be equivalent to consent to the execution of a purchase order. Verbal agreements shall be confirmed in writing.

3) Prices and conditions of payment

a) Prices

i) The prices agreed with the customer shall be binding and understood as net prices plus the legally valid value added tax in the case of domestic deliveries. No claim to price discounts and rebates shall exist if such have not been agreed with SWbD in advance.

b) Terms of Payment

i) The respective terms of payment shall depend on the agreement reached with SWbD. In the absence of an agreement, payment shall be made concurrently, which means that delivery to carriers shall be dependent on the customer's payment. If payment dates are agreed, then the customer shall provide payment within 30 days net following the date of the invoice. Any cash discount deduction shall not be permitted. The place of performance for payments shall be the place of business of SWbD.

ii) In the event that the customer gets into arrears with payment, then SWbD shall be entitled to claim penalty interest on arrears in the amount of eight percentage points above the basic interest rate. The right to assert a claim for further damages caused by delayed performance shall remain reserved.

4) Period for delivery or performance

a) Terms of Delivery

i) By way of deviation, the customer shall bear the costs of the packaging intended for shipment with corresponding refrigeration possibilities and dry ice, when needed. If SWbD provides for shipment at the customer's request, then the shipping costs shall be separately listed on invoices. The customer shall make certain whether and that the respective statutory and official regulations with regard to labeling and reporting requirements are complied with and that importation is possible in the recipient or transit country unless SWbD is contractually obliged to the customer to take such into consideration.

b) Setoff

i) Setoff by the customer shall be excluded unless the customer's claims are undisputed, due for decision or the subject of declaratory judgment.

c) Rights of Retention

i) SWbD shall be completely entitled to the rights of retention provided for by law. This applies in particular in the case of advance performance obligations in the event of substantial deterioration of the customer's financial situation. In this case, SWbD may choose prepayment or provision of security and, if such is not provided, withdraw from the contract or require payment of damages instead of performance in accordance with statutory regulations.

d) Dates and Deadlines

i) Dates of delivery or deadlines shall be binding if contractually agreed between SWbD and the customer. The prerequisite for compliance with such shall be cooperation on the part of the customer if the customer is obliged to provide documents, import and export documentation, permits, shipping information or provide down payment and/or security.

ii) Agreed dates and deadlines shall be appropriately extended in cases of force majeure or circumstances beyond the sphere of influence of SWbD, triggered by unforeseeable and unavoidable circumstances such as official orders or in the event of legislative reforms, strikes, lockout, import or export prohibitions. If and insofar as such obstacles continuously persist for more than one month, then each of the contracting parties shall have the right to withdraw from the contract by providing a written declaration to the other respective party to the contract. If the respective obstacles have not been caused by a contracting party, then the respective other contracting party may not derive any other rights or claims against such party for any legal reason whatsoever.

e) Partial Delivery

i) If SWbD is in default of delivery, then the customer shall be entitled to claim damages from SWbD to the exclusion of further claims in the event of default if SWbD has defaulted as a result of intention or gross negligence. If delayed delivery constitutes a violation of material contractual obligations, then SWbD shall be liable for typical, foreseeable damage in the case of slight negligence.

ii) SWbD shall be entitled to provide partial deliveries within a reasonable scope. If SWbD has agreed on partial deliveries with the customer, then SWbD may invoice the customer for any additional costs incurred as a result.

f) Default in Acceptance by the Customer

i) If the customer is in default of acceptance with the result that SWbD is forced to store ordered goods for the customer, then the customer shall be obliged to pay any additional expenditures, in particular warehouse charges, incurred by SWbD as a result.

ii) In the event of default in acceptance, the risk of accidental perishing or deterioration of the goods shall pass to the customer.

5) Title

a) Passing of Ownership

i) In the case of purchase agreements, SWbD shall reserve ownership of the deliveries until complete payment by the customer (retention of title). Use of the products shall be limited to the contractually agreed purposes. Transfer of ownership shall not take place if the products are only provided to the customer for temporary use. Commercial transfer to third parties shall not be permitted if SWbD and/or other owners of rights to the products have not granted their consent in writing in this regard.

ii) The retention of title shall apply up to complete payment of all claims on the part of SWbD arising out of the business relationship with the customer.

b) Limitation of Rights of Use

i) If a Material Transfer Agreement is required for delivery of individual products, then SWbD shall communicate this to the customer prior to conclusion of contract. If in these cases the customer is only given a temporary, limited right to use of the product, then the customer shall be obliged to return or destroy the product following elapse of the term of use. If third parties are entitled to rights in the products supplied, then the customer in such cases shall be obliged to fulfill the terms and conditions communicated upon conclusion of contract in order to obtain their consent to use.

c) Passing of the Risk

i) The risk shall pass to the customer as a function of the delivery terms agreed. If the goods are supplied by delivering them to a carrier, then the risk shall pass to the customer as soon as SWbD delivers to the carrier.

6) Liability

a) Obligation to Inspect and Give Notice of Defects

i) Upon their delivery the customer shall be obliged to inspect the goods for defects immediately in the normal course of business. The customer shall be obliged to immediately report any defects discovered. The notice of defect must be precise and made in writing.

b) Claims Based on Defects, Liability for Defects

i) SWbD strives to guarantee a high quality standard although its deliveries and services may involve biological materials whose characteristics are subject to fluctuations in quality that cannot be completely controlled by SWbD. SWbD shall not provide any assurances with regard to the stability of the products and their results. Warranties as to quality or stability shall require an express written agreement.

ii) If and insofar as SWbD delivers products whose use depends on licensing by authorized third parties, then the customer shall only be entitled to employment of the products within the scope provided by the respective license terms and conditions agreed and if any payable license fees have been provided. In such cases SWbD shall not assume any liability for the violation of industrial property rights of third parties unless SWbD has caused the violation of industrial property rights in a culpable manner.

iii) In the case of defects the customer shall verify their presence upon passing of the risk. If SWbD does not validly raise the objection of delayed notification or failure to provide notification, SWbD shall in the case of defects undertake subsequent performance at its own option either through replacement or rectification. If elimination of the defect is not possible and replacement is also excluded, then the customer shall be entitled to reduction of the purchase price. Withdrawal from the contract because of defects shall be excluded where no material breach of contract is involved.

iv) The customer shall be entitled to statutory claims for damages based on defects with the following modifications: SWbD shall be liable in accordance with statutory provisions in the case of intent and grossly negligent behavior, noncompliance with warranted characteristics, fraudulent concealment of defects as well as personal injuries. In the case of violation of material contractual obligations liability shall be limited to typical, foreseeable damage in the case of slight negligence.

c) Periods of limitation

i) As a rule periods of limitation for claims asserted against SWbD shall be in accordance with statutory provisions unless claims based on defects are concerned. In such cases the period of limitation shall amount to 12 months as of delivery insofar as the claim was not caused through deliberate behavior as well as fraudulent concealment of defects.

7) Confidentiality and Data Protection

a) Insofar as such are not published, the customer shall be obliged to handle any and all data as well as information on products and prices made available by SWbD in a confidential manner and to not disclose such to third parties without prior consent from SWbD.

b) Within the scope of statutory provisions with regard to data protection SWbD shall be entitled to further process and store data provided to SWbD by the customer for execution of the order. The customer shall also use the data made available by SWbD only for execution of concluded contracts and contractually intended purposes and consult with SWbD in advance in cases of doubt.

c) Commitment of SWbD on Partner and User Information

i) The SWbD supports permission-based access to partner and user information. We commit to manage all such information in agreement with these terms and conditions and any Data Access and Disclosure Agreements completed with a Partner or User. All information uploaded to SWbD is prepared by EwC, a Partner or a User who is considered the owner of the information (“information owner”). This information owner makes the decision on which level and kind of information access is provided to other partners and users. It is the decision of the information owner to change the level of information access at any time. It is the decision of the information owner to make information more broadly available to EwC or any other SWbD Partner or User or the general public at any point. The decision of making any particular information public, and its timing, always resides with the information owner.

ii) All information provided by EwC, Partners and Users through SWbD will be subject to the conditions of the respective SWbD Data Access and Disclosure Agreements, and any confidentiality conditions imposed by these agreements.

d) Place of Performance

i) The place of performance for deliveries and services shall be the place of business of SWbD.

8) Legal and Regulatory Compliance

a) Applicable Law

i) Insofar as an agreement on jurisdiction with the customer is permitted in accordance with Title 2 of the General Provisions of the Swiss Civil Procedure Code [CPC 272], the venue shall be the competent court at the place of business of SWbD. Venue in the event of differences of opinion shall be the competent court at the place of business of SWbD. However, SWbD shall also have the option of bringing action against the customer at the latter's place of business.

ii) The law prevailing in the Swiss Confederation shall apply to the exclusion of the United Nations (Vienna) Convention on Contracts for the International Sale of Goods (CISG).

b) Acceptance of these Terms

i) You will only be entitled to access SWbD, if you agree to these Access terms and conditions. This you will be deemed to do by clicking “Accept” at the foot of these terms. If you do not wish to accept these terms then you click “Reject”. No binding agreement will be created between you and us until you have completed and transmitted the Registration Form to us and we have acknowledged receipt and confirmed your booking and provided a user ID to you.

SWbD portal Terms and Conditions

9) Licence and Usage

a) In order to access SWbD by electronic means and to participate in the use of SWbD facilities you will be using software and information which is proprietary to SWbD or other organisations. We grant to you a non-exclusive non-transferable licence to use that software and information solely for the purpose of accessing SWbD and participating in any related activities in accordance with the provisions of this Agreement.

b) Except to the extent permitted by this Agreement or required to be permitted by law, you will not copy, alter, modify, adapt or translate the whole or any part of such software in any way nor decompile, disassemble or reverse engineer the same nor attempt to do any of such things.

c) Any software used within SWbD may be used according to its licensing conditions. Any Open Source software used within SWbD may be used according to its Open Source licensing conditions. Any information provided with a Creative Commons license may be used according to its Creative Commons licensing conditions. Any confidential information should be used in accordance with any confidentiality conditions requested by the confidential information owner, such as indicated on any confidential information document or any associated request communicated to and accepted by the user.

10) Copyright Materials

a) Within SWbD materials and information, the intellectual property rights in which are owned by third parties, will be made available and will be accessible by you. You will not use or exploit any such materials or information or any part of them for any purpose other than expressly as set out in this Agreement.

b) For the purposes of research or education, you will be permitted to view and use the content material, and to download, save and print, extracts from such materials and information.

c) We shall have the right at any time to change or modify the terms and conditions applicable to your use of the materials or information of other users, or to present new conditions with respect to its use, but only after consultation with you and subject to your agreement. Failure to reach agreement may result in removal of your access from SWbD.

11) Facilities

a) The facilities which will be available at SWbD are described on SWbD and which you will be entitled to access in the course of your use. We will have the right at any time to change or discontinue any aspect or feature of SWbD, including but not limited to content, functionality, hours of availability and equipment needed for access or use and we will endeavour to give you reasonable notice of any such changes. Any changes to these terms and conditions will include a consultation with you and be subject to your agreement. Failure to reach agreement may result in removal of your access from SWbD.

12) Your Obligations

a) You will at all times conduct yourself in a courteous and reasonable manner in connection with SWbD and its users. Without limiting this obligation, you will also comply with the terms of this agreement.

b) You confirm that the registration details contained in the Registration Form are complete and accurate in all respects.

c) You will not, knowingly provide or upload or cause or permit to be provided or uploaded any material or information which is defamatory, offensive or abusive or of an obscene, blasphemous or menacing nature or character or which in any way constitutes a violation or infringement of the rights of any person, company or organisation (including but not limited to rights of copyright or confidentiality).

d) No warranty or representation of any kind is made, given or implied on information in SWbD, by us or information owners, as to the sufficiency or fitness for its purpose, nor as to the absence of any unintended infringement of any proprietary rights of third parties.

e) You accept that the system used in connection with SWbD has a finite capacity and that applications which make excessive or wasteful use of that capacity to the detriment of other users are not allowed.

f) You will not misuse the system in any way including, without limitation, hacking, deliberately introducing viruses, disrupting SWbD or the services provided or attempting to do any such things.

13) Termination of Services

a) If at any time you are in breach of any of the terms of this Agreement or any other user or contributor to SWbD is in breach of their respective agreements with us or if we have reasonable cause to believe that any of such events has or is likely to occur, then we may at our discretion take any of the following steps which we consider reasonably necessary to resolve the problem:

• suspend or remove you or any other individual's access to SWbD or any part of SWbD; or
• require the removal of any offending materials or information or render any such materials or information inaccessible by any persons participating in SWbD; or
• bring any session or group or related activity within SWbD to a close or close or withdraw either temporarily or permanently any part of the facilities provided as part of SWbD; or
• as a last resort, bring SWbD facilities to a closure or an end.
• The termination of services will be announced to all existing users and a reasonable timeframe for remedy will be given.
• Any user may request us to terminate their account and access to SWbD at any time which we will then carry out in a timely manner.
• We may terminate all accounts if SWbD is lacking a sustainable financial model at a future time.
• The terms of this agreement will continue to apply to all information, accessed by the user during their period of access, subject to closure of the account.

14) Indemnity

a) You agree to avoid any deliberate or negligent breach of the terms and conditions of this Agreement. No party to this agreement is indemnified by the other party for any loss, damage, liabilities, costs or expenses suffered.

15) Liability

a) You acknowledge that it is neither possible nor appropriate for us to attempt to exercise complete control over SWbD and its contents, and so we exclude all liability in connection with any kind of defamation or the transmission or receipt of materials or information of any nature including without limitation any materials or information which infringe the rights of third parties or which are of the type referred to in paragraph “Termination of Services” above. Also, we accept no liability for any viruses or similar problems which you may suffer during the course of accessing and/or downloading any materials included within SWbD.

b) Whilst we will endeavour to provide a high level of availability in respect of SWbD, we are unable to warrant that the services we provide at SWbD will be uninterrupted or error free or that any defects will be corrected. For example (but without in any way limiting the preceding sentence), the Internet is not run by any single organisation or body and so interruptions to the service may occur because of the failure of the equipment or others that is beyond our control.

c) Nor do we give any warranties as to the accuracy, reliability or quality of any information or materials provided or accessible in connection with SWbD or that SWbD will meet your requirements.

d) In no event will we be liable to you for any indirect or special or consequential loss or damage of any kind or any loss of profits or business arising from your use or inability to use the services we are providing or to participate in SWbD or from errors or deficiencies in them.

e) The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.

16) General

a) This Agreement constitutes the entire agreement between you and us with respect to the subject matter of this Agreement and represents the entire understanding between the parties.

b) The construction, validity and performance of this Agreement will be governed in all respects by Swiss law and be subject to the exclusive jurisdiction of the Swiss courts. If any provision of this Agreement is found by a court or other competent authority to be unenforceable, that provision will be deemed to be deleted from this Agreement and the remainder of this Agreement will continue in full force and effect.

c) All disputes arising out of or in connection with the present agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.

d) General common law rules of precedence apply to this agreement.

e) Neither party will be liable to the other party in the event of any failure to perform due to any circumstances beyond its reasonable control.