1.1. In these Terms and Conditions "Omiics" shall mean Omiics ApS, a Danish corporation with registered address at Aabogade 15, 8200 Aarhus N, Denmark.
1.2. The Customer shall mean the person, firm, company or other organization who or which has ordered product(s) from Omiics.
1.3. These Terms and Conditions may not be changed or waived except on express written agreement with Omiics.
2.1. Upon a request from the Customer, Omiics will reply to the Customer in writing, specifying cost of the project based on services specified in the quote.
2.2. The services described represent an offer without any binding commitment for Omiics to provide the services to the Customer.
2.3. Any special request (e.g., manufacturer certification, test reports, first article inspections, special packaging) that were not noted on the quote request may incur an additional fee.
2.4. The Customer undertakes that all details provided to Omiics for the purpose of purchasing will be correct.
2.5. Prices are valid for 30 days and for the quantities listed on the quote request unless otherwise noted in writing from Omiics.
3.1.The Customer affirms, that their research has been approved by its institutional ethics board and is in compliance with international and national laws and ethical policies.
3.2. Omiics will specify how samples should be shipped. The proper handling, packaging and shipment are the responsibility of the customer.
3.3. Samples shall be delivered at the Customer’s responsibility.
3.4. Omiics – at its sole discretion – shall be entitled to reject samples if the samples are not appropriate, and/or the quality of the samples is not sufficient.
3.5. The samples that may be rejected by Omiics include but are not limited to:
3.5.1. Samples that have been transported or stored under inappropriate environmental conditions;
3.5.2. Samples that have no identification label or identification label different from what is specified in the quote.
3.5.3. Samples that do not pass the integrity check.
3.6. In case a sample is unsuitable for reasons for which Customer is responsible, the cost incurred by Omiics will be charged to the Customer.
3.7. If Omiics determines that the Customer has failed to provide sufficient amount of Sample for Omiics to perform the Services, or that the Samples do not meet Omiics’s sample quality control criteria, Omiics shall notify the Customer and the Customer shall deliver additional Sample to Omiics or replace the Samples at the Customer’s own costs.
3.8. If the Customer insists on continuing sequencing of samples marked as "unqualified" by Omiics, the customer accepts the sequencing risks, and is willing to pay for the corresponding cost even if sequencing fails.
3.9. In case a failure renders the samples unsuitable during sample processing – under the responsibility of Omiics – the analysis will not be charged and the samples will be returned to the Customer free of charge.
3.9.1. Upon failure, Omiics will not be liable for cost to the Customer, including cost of producing samples, shipment of samples or production of replacement samples.
3.10. As to any Sample left after completion of the project, the Customer shall elect one of the following ways to handle the remaining Samples:
3.10.1. Destroy the remaining Samples.
3.10.2. Store the Samples, for up to 6 months at the costs of Customer at the then-current prices of Omiics ; in which case, Omiics will not guarantee the quality of the samples, although it will follow the standard practice in storing the Samples.
3.10.3. Return the remaining sample to the Customer with the price of shipment and handling charged to the Customer.
4. OBLIGATIONS OF THE CUSTOMER
4.1. The Customer shall timely and appropriately provide Omiics with any and all documentation, information and samples that Omiics needs for the proper and timely performance of the services.
4.2. The Customer guarantees the accuracy, completeness and reliability of the information and documentation provided to Omiics.
4.3. Any additional cost and/or damage caused by a delay in the execution of the Quote as result from the Customer’s failure to timely provide Omiics with the requested information, documentation and/or samples shall be borne by the Customer.
5.1. In case Omiics requires information, documentation or samples to be made available by the Customer in order to execute the Quote, terms for the completion of the services will not take effect until all information and samples have been made available.
5.2. Any times or dates set forth in the Quote for provision or completion of the services are estimates and no strict deadlines, unless otherwise agreed in the Quote.
5.3. If times or dates set forth in the Quote for provision or completion of the services cannot be complied with due to an unforeseeable event at Omiics, Omiics shall not be liable for any inconveniences, damages and/or claims of the Customer. Omiics will inform the Customer within due time.
5.4. Data will be delivered to the customer via download unless otherwise agreed.
5.5. If the delivery of products is delayed and/or impossible due to a fault of pre-suppliers, Omiics shall not be liable for any inconveniences and/or damages of the Customer.
6. PRICING AND PAYMENT TERMS
6.1a All prices are indicated in EURO and are exclusive of any duties, value added tax or other taxes. The Customer is solely responsible for any such taxes and agrees to indemnify Omiics for any such taxes if not properly paid by the Customer. Fees specified in the Quote do not include costs for transport and delivery and additional unexpected checks of the integrity of samples, except if expressed otherwise in the Quote.
6.1b All prices are indicated in DKK and include Danish value added tax, VAT/moms (25%). Fees specified in the Quote do not include costs for transport and delivery and additional unexpected checks of the integrity of samples, except if expressed otherwise in the Quote.
6.2 Payment terms are net thirty (30) days from the date of invoice. Payment shall be made in full in the currency invoiced. Customers must themselves pay any bank charges that are incurred in making the payment.
6.3 In case of failure to fulfill the payment terms, Omiics shall have the right to suspend deliveries and/or cancel any order. If the Customer does not fulfill its payment obligations within the agreed term, Omiics is entitled to charge additional processing and dunning fees from the customer, including attorney's fees that Omiics may reasonably incur in any actions to collect on the Customer's overdue account.
6.4 Payment can be made using wire transfer after receipt of the invoice
7. TERM AND TERMINATION
7.1. The Quote shall begin on Date as provided in the Quote (if no Date is provided in the Quote, the Date at which Omiics has all samples and required information in hand shall be the Effective Date ).
7.2. Unless terminated sooner as provided below or by a mutual agreement, once accepted, the Quote shall remain in force and shall expire upon completion of the services according to the Quote.
7.3. Termination for Insolvency: Either Party may terminate the Quote, if legally permissible, immediately if the other Party hereto is declared insolvent or commits an act of bankruptcy, compounds with its creditors, makes an assignment for the benefit of creditors, or liquidates all or substantially all of its business that relates to the Quote.
8. RESERVATION OF PROPRIETARY RIGHTS
8.1 Until full payment, the Customer shall not issue any press release or other public announcements relating to this Quote or its service Results without obtaining Omiics’ written approval. Upon full payment Customer shall be free to publish or publicly disclose results of the activities under the Quote.
9. INTELLECTUAL PROPERTY /SERVICE RESULTS
9.1. All improvements to Omiics background technology and all files, software, data and information developed or provided by Omiics and any know-how, methodologies or processes used or developed by Omiics to provide its services to the Customer under the Quote that are of general applicability and any copyrights, trademarks, patents, trade secrets or any other proprietary rights thereon (“Omiics Improvements”) remain the sole and exclusive property of Omiics or the third party engaged by Omiics.
9.2. The Customer is prohibited to reproduce, publish or use for commercial purposes any Omiics Intellectual Property or Omiics Improvements without Omiics’s prior written consent.
9.3. The Customer has the right to use the service results performed, fully and freely, from the moment of full payment.
10. FORCE MAJEURE
10.1. A party shall not be held liable to the other for any delay in performance or non-performance of that party directly or indirectly caused by reason of force majeure including, but not limited to, industrial disputes, strike, lockouts, riots, mobs, fires, floods, or other natural disasters, civil strife, embargo, lack or failure of transport facilities, currency restrictions, computer or other equipment failure and inability to obtain equipment, or similar event or events caused by reason of laws, regulations or orders by any government, governmental agency or instrumentality or by any other supervening circumstances beyond the control of either party.
10.2. The party shall use its best efforts to avoid or remove the force majeure to the extent it is able to do so; and shall make up, continue on and complete performance when such cause is removed to the extent it is able to do so.
11.1. Special features and functionalities of any services shall only be agreed between Omiics and the Customer, if they are explicitly documented in the Quote.
11.2. Omiics will carry out all services with reasonable skill, care and diligence, in accordance with the Quote and professional standards.
11.3. Omiics shall carry out its obligations under the Quote with due observance of the applicable laws and regulations.
11.4. The Customer acknowledges that Omiics cannot guarantee the results of the services and that Omiics does not provide any guarantee that the results will be suitable for Customer’s purposes or that the results will not infringe third party’s intellectual property rights. All use of the results by Customer is at the sole responsibility of Customer.
11.5. In case of complaints relating to the services, the Customer shall notify Omiics in writing within 14 days of the date of dispatch of documents or information in respect of which a complaint is filed. If the performance provided by Omiics does not correspond objectively to the nature, content or scope of the Quote then the Customer has the right of improvement of the services. The Customer is not entitled to any other warranty claims. Such complaints shall not suspend the Customer’s obligation to pay any fee or expenses due. The Customer is not entitled to defer or refuse payment for other services provided by Omiics to which the complaint does not relate.
11.6. If the Customer fails to timely inform Omiics about a complaint in writing (as stipulated in Section 11.5.), the services are considered as approved notwithstanding any other statutory consequences.
12. LIMITATION OF LIABILITY
12.1. Omiics shall not be liable for damages, which have not occurred by the services itself; this includes in particular an exclusion of liability for lost profits as well as indirect, incidental, exemplary, special, consequential and/or punitive damages.
12.2. Omiics shall not be liable for damage based on whatever legal ground if such damage was caused by slight negligence.
13. DATA PRIVACY AND DATA PROTECTION
The EU General Data Protection Regulation, the Data Protection Act 2000 and the Data Protection Amendment Act 2018 stipulates the right to protection of personal data. We process your data exclusively on the basis of legal regulations (DSGVO, DSG 2018, TKG 2003).
13.3. Data security. Omiics uses technical and organizational security measures to protect the stored personal data against accidental or intentional manipulation, loss or destruction and against access by unauthorized persons.
14.1 All displayed corporate symbols of other companies, pictures and graphics are a property of such companies and are protected by copyrights of them. All photos represented on this website, all logos, texts, reports, scripts and program routines which are developments of Omiics or have been processed by Omiics must not be copied or used without the prior written consent of Omiics. All further rights are reserved.
15.1. The Customer shall immediately notify Omiics in case of a change of address and/or contact details. Otherwise any communication of Omiics to the Customer shall be deemed to be received by the Customer if addressed by Omiics to the address/contact details originally provided by the Customer.