TERMS and CONDITIONS / SITNO PHARMA / InterBioTox
All offers, deliveries and services of SITNO PHARMA s.r.o. (hereinafter also referred to as “Company” or “Distributor”), as the main contact, sales and consultancy point of InterBioTox cluster, are made exclusively on the basis of these general terms and conditions. These terms and conditions represent a legally binding agreement between the Company and its contractual partners and costumers (hereinafter referred to as "client") laying down the rights and obligations of the Company and the client in relation to the provision of the services the Company offers. These terms and conditions are part of all contracts between the Company and the client, unless otherwise agreed between the parties in writing. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed again. Any terms and conditions of the client or third parties do not apply, even if SITNO PHARMA s.r.o. does not separately object to their validity in individual cases. Even if SITNO PHARMA s.r.o. refers to a letter that contains or refers to the terms and conditions of the client or a third party, there is no agreement with the validity of those terms and conditions. Always subject to the terms and conditions set forth herein, the Company hereby grants the client the consent to use the services provided by the Company and the results arising therefrom.
Orders are generally placed in writing. In case of orders other than written orders, the client bears the risk of transmission. Verbal declarations, confirmations, waivers or promises from Company´s employees require written confirmation of the Company to be effective. Only written order confirmation of the Company is binding. Changes and additions to the placed orders must be made in writing and are only considered to be agreed if they have been confirmed in writing by SITNO PHARMA s.r.o..
All services of SITNO PHARMA s.r.o. are billed based on the prices contained in the written offer or order confirmation. If such a cost estimate has not been drawn up, the services will be billed according to prices of SITNO PHARMA s.r.o. to be valid on the day the contract is concluded. All SITNO PHARMA s.r.o. prices are subject to change without notice. In the event of a price reduction, the Company shall not grant credit for stock on hand or accept any other claims for rebates based on prior purchasers by the client. Telephone prices are non-binding. Prices are in Euros and if VAT becomes due, invoices shall include the respective applicable VAT at the date of invoicing. Invoices are due without deduction within 30 days from issuance, unless other payment terms have been expressly agreed. If the client does not meet his payment obligation within the specified maturity date, SITNO PHARMA s.r.o. can charge default interest of 18,5 % of the outstanding amount p.a. until the outstanding amount is paid in full. The right to claim damages caused by the default remains reserved.
Insofar as deadlines for the Company have been firmly agreed between the parties, they only start to run when the client has submitted all the necessary documents to SITNO PHARMA s.r.o. and fulfilled all the necessary conditions (e. g. permits, test samples, reference substances). As far as reasonable, the client grants SITNO PHARMA s.r.o. a reasonable grace period to complete the order, even if SITNO PHARMA s.r.o. does not meet the deadlines agreed for reasons for which it is responsible.
Sample delivery is at the cost and risk of the client, unless other delivery is agreed. The remaining material of the samples submitted for testing is kept for up to 12 months, as far as the nature allows. Any disposal costs are borne by the client. Samples are returned at the request and expense of the client.
In the event of force majeure, official orders, effects of industrial disputes or similar influences that hinder or prevent the completion of the services, the deadlines for the completion of the services shift accordingly. The orders and restrictions related to the epidemic and/or pandemic of the infectious disease COVID-19 and its mutation as well as other epidemics or pandemics of infectious diseases are always considered as a force majeure evet.
SITNO PHARMA s.r.o. undertakes towards the client to carry out the order with adequate professional care and best effort. Warranty claims of the client are limited to rectification free of charge or, if deemed necessary by SITNO PHARMA s.r.o., to defect-free provision of the service. SITNO PHARMA s.r.o. through laboratory of InterBioTox is entitled to at least two attempts at improvement. These warranty claims do not exist if the performance of the laboratory was defective due to incorrect specifications of the client (systems, equipment, information, ancillary services).
The client is obliged to inform SITNO PHARMA s.r.o. of any dangers and risks known to him that may exist in connection with the order before performing the work. If the client withdraws from the order, SITNO PHARMA s.r.o. is entitled to at least 25% of the fee agreed for the order. This does not apply if the client can prove to SITNO PHARMA s.r.o. that the damage has not occurred.
The results of the studies carried out in accordance with the order apply only to the test sample sent in. Further statements based on the test results are not permitted. The client may only use the test results, reports and expert reports produced as part of the order for his own purposes. Publication and reproduction for advertising purposes and any other manners of use require the written consent of SITNO PHARMA s.r.o. The provisions of copyright law and intellectual property law apply to protect SITNO PHARMA s.r.o.
Save for the consent to use the result of the services under these terms and conditions and unless otherwise provided for herein, SITNO PHARMA s.r.o. retains all copyrights and other intellectual property rights pertaining to the services provided and the results arising therefrom. The Company undertakes to make all of the results that were developed in connection with the order available to the client and not to publish them nor to disclose them to third parties without the consent of the client. This does not apply if there are different legal regulations.
The liability of SITNO PHARMA s.r.o. is limited to the cover amounts of the liability insurance. These amount to 5 million EUR for personal injuries and 5 million EUR for property damage as well as 10 million EUR as the maximum annual replacement benefit. The client has expressly taken note of this. The liability of SITNO PHARMA s.r.o. is limited to these covered amounts. Regardless of the legal reason, SITNO PHARMA s.r.o. is only liable to the extent of the contract-typical and foreseeable damage. In particular, SITNO PHARMA s.r.o. is not liable for lack of economic success, loss of profit, indirect damage, consequential damage caused by a defect, and damage resulting from third party claims against the client. The client may not bring any claim, if he was or could have been aware of a matter or circumstance giving a raise to any claim at the time it entered into the contractual relationship with the Company. Any claim by the client shall be wholly barred and unenforceable unless a notice of claim shall have been given to the Company within 60 days after the client becomes or could have become aware of such claim and legal proceedings in respect of such claim shall have been commenced by the client within six months after the notification of the claim. The Company shall not be liable: (i) in respect of any claim of the client to the extent that the relevant facts, matters or circumstances, giving rise to the claim are reflected in the price for the services, (ii) in respect of any claim under to the extent that the relevant facts, matters or circumstances, giving rise to the claim were within the knowledge of the client or any of its directors or legal, financial or banking advisors prior to accepting these terms and conditions (iii) in respect of any claim to the extent that any damages arising from such claim are covered by a policy of insurance in force or would not have been made if a claim had been submitted under such policy (iv) in respect of any claim for any damages suffered by the client to the extent of any net benefit to the client arising therefrom and (v) in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable. Nothing these terms and conditions shall limit the liability of the Company in respect of any breach of the Company´s obligations which arise as a result of fraud, gross negligent or willful misconduct of the Company.
The client must indemnify and hold harmless SITNO PHARMA s.r.o. for any damages (direct, indirect, punitive, incidental, special, exemplary, consequential or any damages for loss of use, data, business or profits), costs, acts, legal actions, claims, expenses (including any legal fees and costs, court fees etc.) which SITNO PHARMA s.r.o. suffers as a direct or indirect result of any of the following: (i) a breach of these terms and conditions, including any failure to perform client´s duties in accordance with these terms and conditions; (ii) any warranty given by the client under these terms and conditions; or (iii) any of the client´s negligent act or failure to act by except to the extent that any such loss, damage, claim, action or expense is caused solely by the gross negligence or other wrongful act or omission of SITNO PHARMA s.r.o.; this is without prejudice to the right of termination or other remedies available to SITNO PHARMA s.r.o. hereunder and under the applicable law.
The Slovak law applies exclusively to the contractual relationship between the Company and the client. The application of the UN sales law is hereby expressly excluded. The parties undertake to deal amicably with any dispute that may arise in connection with these Terms and Conditions, whatever nature or cause of such a dispute. If such amicable agreement should not be possible, all disputes shall be resolved by the appropriate court of the Slovak Republic.
Should one or more of the conditions listed here be ineffective in whole or in part, this does not affect the rest of the effectiveness.
The client shall not transfer or assign any of his rights and obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the Company. The Company may assign these terms and conditions as well as any rights and obligations hereunder without the consent of the client.
These terms and conditions supersede all previous contracts between the client and the Company and are subject to changes from time to time, without notice, at SITNO PHARMA s.r.o. sole discretion.
In case of non-Compliance with these terms and conditions by the client, in addition to any other rights or remedies available to the Company under the applicable law, the Company my, at its sole discretion and without any liability on the Company´s side, (i) terminate any contractual relationship with the client with immediate effect as of the delivery of the notice of termination to the client, and/or (ii) refuse to accept any orders from the client in default, (iii) suspense or terminate the provision of the services until the breach obligation is fulfilled and remedied in full.