Terms & Conditions
Version 2.1. July 2024
Version 2.1. July 2024
In these terms and conditions (the “Terms and Conditions”) the terms listed below are defined as follows:
2.1. These Terms and Conditions govern Services from or on behalf of XG to Customer and apply to all similar dealings between XG and Customer, including all requests for offers and orders by the Customer with respect to the purchase of Services and all legal relationships arising from the foregoing.
2.2. These Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the Parties in respect of the rendering of Services and shall apply in preference to and supersede any and all terms and conditions submitted by Customer. Failure of XG to object to terms and conditions set by Customer shall in no event be construed as an acceptance of any terms and conditions of Customer.
2.3. Any change, addition or deviation from (i) the quotation or offer provided by XG, (ii) these Terms and Conditions or (iii) any Agreement shall be valid only if agreed in writing by the authorized representatives of the Parties, except upon occurrence of an event set forth in Section 3.4.
2.4. Any electronic communication between the Parties shall be considered to be a “writing” and/or “in writing”. The electronic communication system used by XG will serve as sole proof for the content and the time of delivery and receipt of such electronic communication.
3.1. Quotations or offers made by XG in whatever form, are not binding upon XG and merely constitute an invitation to Customer to place an order. All quotations issued by XG are revocable and subject to change without notice unless otherwise set out therein. Orders are not binding until accepted by XG in writing. XG shall be entitled to refuse any order without indication of its reasons.
3.2. An Agreement shall come into effect upon the written acceptance by an authorized representative of XG of a Customer’s written and electronically signed acceptation of a quotation provided by XG.
3.3. Upon accepting a quotation issued by XG, Customer will provide a valid Purchase Order (PO) to XG. In the absence of a PO, XG is entitled to postpone the delivery of the agreed Services until a PO is issued.
3.4. Insofar as an Agreement has not yet been concluded in accordance with Section 3.2, the Agreement will be considered as concluded under these Terms and Conditions as soon as XG starts rendering Services to the Customer at its express written or oral request.
3.5. If Customer has not provided XG with the Customer Materials within one (1) month after an Agreement has come into effect, XG has the right to either i) promptly and unilaterally terminate the Agreement by written notice; or ii) unilaterally and on the date XG has actually received the Customer Materials, increase the fees and/or expenses and/or payment(s) for XG Materials specified in the Agreement in proportion to the relative increase of XG’s payments made for costs of goods and/or labor in support of (and in anticipation of) rendering its Services, insofar such increase has meanwhile occurred at the date of receipt of the Customer Materials (a “Price Increase”).
4.1. XG shall render the Services in a professional manner, in conformity with good industry practice with due observance of the applicable (inter)national laws and regulations.
4.2. Unless explicitly stated otherwise in the Agreement, any times or dates for the rendering of Services by XG are estimates and shall not be of the essence. XG is entitled to render the Services as stated in the Agreement in parts and to invoice separately. In no event shall XG be liable for any delay in rendering the Services. Delay in rendering the Services shall not relieve the Customer of its obligation to accept the Services and to pay the rate specified in the Agreement for the Services rendered.
4.3. XG will determine the manner in which the Agreement will be executed and will be entitled to engage third parties as subcontractor in the execution of the Agreement without any notice thereof to the Customer.
4.4. XG shall provide Customer with the XG Materials requested for the purpose of providing the Services in accordance with the quotation or request, or otherwise set out in the Agreement. Customer is obligated to inspect any XG Materials upon receipt and to inform XG in writing on any visible non-conformity within 14 (fourteen) calendar days of receipt of the XG Materials and to state such non-conformity. Upon receipt of such notice of non-conformity and such non-conformity can be attributed to XG, XG shall provide Customer with new XG Materials within period at no charge. Customer will forfeit the right to invoke any visible non-conformity if it does not act in accordance with the foregoing.
4.5. Customer shall return the XG Materials to XG with the Customer Material as required for the Services within one year after receipt of the XG Materials in accordance with the instructions provided by XG at cost of the Customer. If the Customer does not return the XG Materials in within such period, XG shall only invoice the fees and expenses for such XG Material in accordance with Article 7 of these Terms and Conditions, or otherwise set out in the Agreement.
4.6. The Customer shall further provide XG timely with all relevant other information, documentation and data for the Services as reasonably requested by XG. XG is not obligated to commence the rendering of the Services before it has received the XG Materials with the Customer Materials and any other information required in accordance with the instructions provided by XG. If Customer provides the XG Materials with the Customer Materials and other information required later than agreed, the estimated term for the Services will be extended by the duration of this delay.
5.1. The Customer Material transferred by Customer to XG shall remain the property of Customer. Customer grants XG, and any third parties engaged by XG, the right to use the Customer Material for the purpose of performing the Services.
5.2. Parties acknowledge that the Customer Material may contain human or other biological material. Customer warrants to XG that the Customer Material is obtained and provided to XG in accordance with all applicable laws and regulations and that, if applicable, the subject from whom the Customer Material is obtained (or its legal representative) has provided consent for the use of the Customer Material for the Services or otherwise agreed under the Agreement.
5.3. Customer further warrants to XG that the Customer Material and any other information provided by Customer to XG shall not constitute or include personal information identifying any person as defined in Regulation (EU) 2016/679 or the Swedish Data Protection Act or any legislation or regulation replacing or succeeding such Regulation or Act.
5.4. Upon completion of the Services, XG shall either transfer Customer Material to Customer at the expense of Customer, or destroy any remaining Customer Material unless otherwise agreed in writing between the Parties. XG shall not be liable for any damages that occur to the Customer Material.
5.5. Customer acknowledges that the quality of the Customer Material largely determines the quality of the Results. XG has specified and uses quality requirements the Customer Materials should meet in order to deliver satisfactorily Results. If the Customer Materials fail to meet such quality requirements, XG will not be liable for any inadequate Results, nor its failure to meet the quality standards XG is expected to meet, and/or any delays in the delivery of its Services, throughout and as a result thereof, without prejudice to Section 6.1.
6.1. XG will provide the Results to Customer in accordance with the quotation or Agreement. Parties agree that XG shall not, in any way whatsoever, be obliged to achieve a certain Result unless otherwise agreed between the Parties in writing. If the Result is not achieved, Parties shall remain bound to comply with their obligations under these Terms and Conditions and the Agreement, except in the event of malicious intent, gross misconduct or gross negligence on the part of XG. The Results shall be owned by Customer subject to Section 6.3.
6.2. Customer acknowledges that the Results are intended for research purposes only and agrees not to use the Results for clinical applications, for the purpose of diagnosis or treatment of humans. The Results cannot be used in any application where the failure, malfunction or inaccuracy of the Results carries the risk of death or (serious) bodily injury.
6.3. The ownership of the Results shall not pass to Customer, and full legal and beneficial ownership of such Results (and any raw data) shall remain with XG, unless and until XG has received payment in full for the Services rendered.
6.4. Customer shall within thirty (30) calendar days following the receipt of the Results of the Services complete any acceptance tests. If Customer does not notify XG in writing of any non-conformance of the Results and/or Services in view of the Agreement, all Results and/or Services rendered will be deemed accepted by Customer.
7.1. Unless otherwise agreed in writing, Customer shall pay XG the fees and expenses specified in the Agreement within thirty (30) days following the date of XG invoice, by means of transfer into the bank account mentioned on the invoice. XG shall provide Customer with a separate invoice for the XG Materials transferred to Customer and the Services provided. All payments shall be made without any deduction on account of any taxes and free of set-off or other counterclaims. Prices and fees specified in the Agreement do not include value added tax, unless specified otherwise. If no ‘fixed price’ is included in the Agreement, the amount to be paid by Customer will be determined by XG through post-calculation, based on the rates per unit of time set out in the Agreement.
7.2. In the event that full payment has not been received on any outstanding payment within thirty (30) days, XG has the right to, without prejudice to any of XG’s other rights:
7.3. If any facts or circumstances give XG reason to fear that Customer will not fulfil its obligations under the Agreement or will not fulfil them (or have them fulfilled) in full, Customer shall, immediately at the first request of XG provide sound security (in the form of pledge, surety or otherwise) for the payment(s) owed and/or make an advance payment. If Customer fails to provide such a security or advance payment, XG has the right to immediately suspend (further) execution of the Agreement, and all amounts owed by Customer will become immediately due and payable.
7.4. XG may, to its full discretion and to the extent that XG has reasonable cause to believe that Customer may not be able to meet its obligations to pay the fees and expenses specified in the Agreement (or the quotation and/or Purchase Order), require that Customer pay for all such fees and expenses in advance and within a designated period, until XG is satisfied that it is prudent to offer Customer more favorable payment terms.
7.5. Any complaint with respect to the invoice must be notified to XG in writing within seven (7) calendar days after the date of invoice. If no complaint has been notified to XG in this period, Customer shall be deemed to have approved the invoice.
7.6. If, following execution of a Purchase Order, Customer requests a change in the Services, XG shall provide Customer with a written statement of the amendments required to be made to such Services in connection with the requested change. If such amendments are agreed, the parties shall complete a written amendment to such Services and procure that such amendment is executed by authorized representatives of each party. In consideration of the performance by XG of such amended Services and associated obligations defined therein, XG may issue invoice(s) to Customer in the amounts set out in such amendment. Customer shall pay such invoices within 30 calendar days of the date of such invoice. XG may require that Customer pay for such amounts in advance and within a designated period.
8.1. Each Party shall keep secret and shall not disclose any information of a confidential nature obtained from the other Party in relation to the Agreement or during its execution (“Confidential Information”) for a period of five (5) years after the disclosure thereof, with the exception of Confidential Information that:
8.2. Each Party shall use the Confidential Information of the other Party solely in the context of the Agreement. Parties will impose their obligations under this Article 8 to any third party engaged by them.
8.3. All Confidential Information (including all copies thereof) shall at all times remain the property of the disclosing Party and shall be returned to the disclosing Party upon the first request of that Party thereto, except that the receiving Party may retain one copy of the Confidential Information solely for legal, archival purposes.
8.4. Customer shall retain and shall own all right, title and interest in any and all intellectual property rights in and to (i) the Customer Material and information provided to XG under the Agreement and (ii) the Results upon receipt thereof subject to Section 6.3.
8.5. XG shall retain and shall own all right, title and interest in any and all intellectual and industrial property rights developed or reduced to practice by XG (i) prior to the effective date of the Agreement or independent of the Services, and (ii) all improvements or modifications thereto developed in connection with the rendering of the Services and all new inventions developed in connection with the Services, provided that such improvements, modifications and inventions are of general applicability and do not relate to any Confidential Information or Confidential Information from the Customer.
8.6. Customer agrees that XG may use the Results (and the intellectual property rights therein) solely for research purposes, including but not limited to the development of products and services, unless otherwise agreed between the Parties in the Agreement.
9.1. An Agreement is concluded for an indefinite period of time and ends upon completion of the Services, unless the Agreement is terminated earlier as provided in this Article 9.
9.2. Customer shall have the right to terminate the Agreement for convenience upon thirty (30) days written notice to XG.
9.3. Each Party may forthwith terminate the Agreement with immediate effect and without prejudice to any of its other rights under this Agreement, and in addition to any other remedies available to it by law or in equity, by registered letter to the other Party in the event that:
9.4. If Customer terminates the Agreement pursuant to Section 9.2 above after which any Services have already been rendered by XG, or XG terminates the Agreement pursuant to Section 9.3 above, Customer is obliged to pay the fees and expenses for any XG Material provided and Services rendered by XG until the effective date of termination. Customer shall, furthermore, reimburse to XG all costs that will be reasonably incurred by XG after the effective date of termination of the Agreement pursuant to commitments entered into by XG prior to the effective date of termination provided, however, that XG will use commercially reasonable efforts to mitigate such costs.
9.5. If Customer terminates the Agreement pursuant to Section 9.2 prior to the date that any Services have been delivered by XG, XG has the right, to its full discretion, to demand a payment from the Customer that is equal to 10% of the aggregate sum of all fees and expenses specified in the Agreement, in the context of reimbursement of XG’s costs and expenses that were incurred in preparation of delivery of the intended Services.
9.6. The terms of Article 8 of these General Terms and Conditions shall survive 5 (five) years after termination or expiration of the Agreement. Sections 6, 9.3–9.5, and Articles 5, 7, 10 and 13 shall survive for an indefinite period of time. In addition, any other provisions which are required to interpret and enforce the Parties’ rights and obligations under the Agreement shall also survive any termination or expiration of this Agreement, but only to the extent required for the full observation and performance of the Agreement.
9.7. Upon termination or completion of the Agreement, the Parties shall return all Confidential Information received from the other Party.
10.1. To the extent permitted by applicable law and save for gross negligence or willful misconduct of XG or its officers, the liability of XG shall be limited to breach of the Agreement that can be attributed to XG. Notwithstanding anything herein to the contrary and to the maximum extent as permitted by law, the total aggregate liability of XG, on all claims of any kind, whether in contract, wrongdoing or strict liability, arising out of the performance or breach of these Terms and Conditions or Agreement shall be limited to the direct damages to the extent actually suffered by Customer or the third party and shall not exceed the lowest of the following amounts: the total value of the relevant Service from which the liability arises, or the amount actually paid by the insurance company of XG.
10.2. Customer shall defend, indemnify and hold harmless XG and its respective officers, directors, employees and successors and permitted assigns (collectively, “XG Indemnitees”) from and against any and all damages (including those awarded by any court or administrative authority), liability, costs and expenses, including legal costs (together the “Losses”), in each case arising out of third party demands, claims, actions and lawsuits that are asserted or alleged against any XG Indemnitee arising out of or in connection with:
always provided that this indemnity shall not apply if such Losses arise from the negligence or willful misconduct by XG Indemnitees.
10.3. Any claim for compensation against XG shall lapse if such claim has not been notified to XG in writing within one year after the grounds on which the claim is based are known to Customer or could have been reasonably known to Customer.
10.4. The provisions in this Article 10 shall also apply for the benefit of all third parties engaged by XG in executing the Agreement.
11.1. Neither Party will be liable for nonperformance or delays in performance under these Terms and Conditions or Agreement if its performance thereof is delayed or prevented by any event beyond such Party’s reasonable control, including but not limited to, failure of suppliers of XG and defects in any materials or software that XG uses for the Services, provided that such performance shall be excused only to the extent of and during such event (“Force Majeure”). Upon the occurrence of any such event, the Party suffering thereby shall promptly inform the other Party by written notice thereof specifying the cause of the event and how it will affect its performance.
11.2. If a situation of Force Majeure lasts for more than ninety (90) calendar days, the Party not affected by the Force Majeure shall be entitled to terminate the Agreement by rescinding it in writing. What has already been performed pursuant to the Agreement shall in that case be settled proportionately, without the Parties otherwise owing each other anything.
12.1. Parties may communicate with each other by electronic mail. Parties recognize the risks associated with electronic mail including, but not limited to, distortion, delays, interception, manipulation and viruses. Parties hereby declare that they shall not hold each other liable for any damage incurred by either of them as a result of the use of electronic mail. This also applies to the use of electronic communication between us and – irrespective of the form – third parties including, but not limited to the Swedish tax authorities. The Parties shall do or omit all that can reasonably be expected of them to avoid such risks. If a Party should be in doubt as to the content of an electronic message received, the content of the message originating with the sender shall be decisive.
12.2. The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect or limit the validity or enforceability of any other provisions hereof. Any such invalid or unenforceable provision shall be replaced or deemed to be replaced by a provision that is considered to be valid and enforceable. The interpretation of the replacing provision shall be as close as possible to the intent of the invalid or unenforceable provision.
12.3. Customer cannot assign its obligations and rights under the Terms and Conditions, a quotation or offer by XG or any Agreement with XG to a third party without the prior written consent of XG.
12.4. XG reserves the right to, at its sole discretion, modify these Terms and Conditions upon written notice to the Customer. Any such modification shall be effective immediately upon such notice and continued use of the Services following such modification shall constitute the Customer’s acceptance of the modified Terms and Conditions.
12.5. In case of conflict between these Terms and Conditions and an Agreement, the provisions of the Agreement shall prevail.
13.1. These Terms and Conditions, any quotation or offer made by XG or any Agreement between the Parties shall be governed exclusively by the laws of Sweden. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
13.2. All disputes arising from these Terms and Conditions, any quotation or offer made by XG or any Agreement between the Parties, including disputes regarding its existence and validity, that the Parties cannot resolve in mutual consultation within reasonable time, shall be settled by the competent court in the district of Stockholm, Sweden.
© Xpress Genomics, Stockholm, Sweden. 2025
