General Terms of Purchase of Biognosys AG

Version dated 14 May 2025

 

1. Definitions – see clause 11 

Where this document uses capitalised expressions (e.g. “Affiliate”, “Buyer”), those expressions have the meanings given to them in clause 11, which is at the end of this agreement.

 

2. Acceptance and entire agreement

2.1 The Seller may accept the Order and this agreement by any means, including: (a) signing and returning the Order (either on paper or electronically (e.g. e-mail)); or (b) commencing work under the Order. Acceptance shall be deemed unconditional.

 

2.2 This agreement embodies the entire understanding between the parties and supersedes all other prior understandings and agreements, oral or in writing, between the parties with respect to the subject of this agreement. It may be amended only by written agreement by both parties that expressly refers to this agreement. Any contradicting terms of the Seller’s quote, offer, acknowledgement or acceptance of Order, specification or similar document are expressly excluded. Any express terms in the Order shall overrule these terms.

 

3. Payment 

3.1 The Buyer shall pay the Seller the fee as set out in the Order. In addition to the fee, the Buyer shall pay the Seller VAT, if applicable, at the prevailing rate.

 

3.2 Any additional costs or expenses in respect of the Services provided, are reimbursable only if expressly and clearly stipulated in the Order.

 

3.3 Each party shall, at its own expense, comply with all obligations that this agreement attributes to it unless this agreement explicitly states that the other party is to bear the expense.

 

3.4 When the Seller has delivered the Goods or performed the Services (or both), the Seller shall promptly deliver to the Buyer (at the address specified in the Order) an invoice that accurately details the relevant Goods or Services and complies with the Buyer’s requirements for invoicing. If the Services are to be charged on a time and materials basis and spread over a period greater than a month, the Seller shall invoice in arrears promptly following the end of each month (with associated expenses if permitted as set out below).

 

3.5 The Buyer shall pay, by bank transfer, the Seller’s undisputed invoice within 60 days from the date the Buyer receives the invoice (and provided it complies with Section 3.4 above). Should the Seller fail to comply with its obligations under this agreement, the Buyer reserves the right to suspend payment in whole or in part.

 

3.6 Buyer is entitled to set-off, retain (including pursuant to Art. 83 of the Swiss Code of Obligations (CO) and to the right of defence of non-performance of the contract (Art. 82 CO, including the so-called contractual special lien (“obligatorisches Retentionsrecht”)) to the extent permitted by law. In particular, Buyer is entitled to withhold payments as long as Buyer still has a claim against the Seller for incomplete or defective performance, even if Buyer’s claim is based on contracts that are merely economically related to the agreement under which the payment is owed (e.g. various contracts in the context of an ongoing business relationship).

 

3.7 The Seller shall only be entitled to offset and to assert a right of retention (including pursuant to Art. 83 CO) and the defence of non-performance of the contract (Art. 82 CO, including the so-called contractual special lien (“obligatorisches Retentionsrecht”)) insofar as its counterclaim used for this purpose is either undisputed or has been legally established.

 

4. Confidentiality

4.1 Each party (the Receiving Party) shall keep confidential any and all information, data or know-how, whether technical or non­technical, oral or written, (Confidential Information) that is disclosed to it by or on behalf of the other party (the Disclosing Party), and it shall ensure that its Representatives with access to Confidential Information are bound to confidentiality covenants duly protecting such Confidential Information of the Disclosing Party.

 

4.2 The Receiving Party agrees (i) not to use Confidential Information of the Disclosing Party for any purpose other than the performance of its obligations and the exercise of its rights hereunder, and (ii) not to disclose Confidential Information of the Disclosing Party to any third party, except as expressly permitted under this agreement.

 

4.3 The Receiving Party may disclose the Disclosing Party’s Confidential Information: (a) to its Representatives who both: (i) need to know such information for the purposes of its business (or the business of one of its Affiliates); and (ii) are subject to obligations of confidentiality comparable to those in this clause 4; (b) to its Affiliates, and to its and their service providers, provided the persons within such organisations who are given access to such information are subject to the obligations in subparagraphs (a)(i) and (a)(ii); and (c) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

4.4 In the event that the Receiving Party is obliged by statutory provisions or other legal process to disclose the Disclosing Party’s Confidential Information to third parties, the Receiving Party shall give the Disclosing Party advance written warning thereof providing and to the extent allowed under the applicable law. Further and to the extent allowed by the applicable law, the Receiving Party shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in its Confidential Information and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.

 

4.5 The parties agree that Confidential Information shall not include any information, data or know-how that:

 

(i) as reasonably evidenced by the Receiving Party, was generally available to the public at the time of disclosure, or information that becomes available to the public after disclosure by the Disclosing Party other than through fault (whether by action or inaction) of the Receiving Party;

(ii) can be evidenced by written records to have been already known to the Receiving Party prior to its receipt from the Disclosing Party;

(iii) is obtained at any time lawfully from a third party under circumstances permitting its use or disclosure, as reasonably evidenced by the Receiving Party;

(iv) is developed independently by the Receiving Party as evidenced by written records other than through knowledge of Confidential Information; or

(v) is approved in writing by the Disclosing Party for release by the Receiving Party.

 

4.6 Each Receiving Party shall upon written request of the Disclosing Party, return to the Disclosing Party at its cost and expense or destroy any and all Confidential Information of the Disclosing Party and all copies thereof, except for one copy, which may be retained in confidential files exclusively as archival record in accordance with applicable law. Notwithstanding any other term in this Agreement, the Receiving Party is not obligated to erase Confidential Information archived by its automatic security and/or disaster recovery systems. Any such retained copy shall remain subject to the confidentiality and non-use obligations set forth in this clause 4.

 

4.7 The obligations of the Parties relating to Confidential Information under clause 4 shall expire five (5) years after termination or expiry of this agreement.

 

5. Limit of liability

5.1 Neither party limits liability for: death or personal injury caused by negligence; for fraud, wilful misconduct or gross negligence; to the extent mandatory law prohibits any limit; for breach of clause 4 (Confidentiality); for liability arising under clause 7.2 or 8.2; or for breach of applicable personal data protection regulations and/or respective Data Processing Agreement, if any, between the parties.

 

5.2 Each party’s liability to the other for damage to tangible property shall be limited to USD 5,000,000 per event.

 

5.3 Save as provided above: (a) neither party shall be liable to the other under this agreement for: (i) loss of profits, business interruption, damage to goodwill or loss of anticipated savings; or (ii) special, incidental, consequential, indirect or punitive damages; and (b) the liability of each party to the other for any claim under this agreement shall not exceed twice the total amount of fees and expenses paid or payable during the term.

 

6. General provisions

6.1 The Seller is an independent contractor. This agreement does not create a relationship of principal and agent, or of partnership, or of joint venture between any of the Buyer, the Seller and any Representative.

 

6.2 The Seller shall obtain the Buyer’s prior written approval before subcontracting. If the Seller does subcontract: (a) it shall do so substantially on these terms; (b) it shall ensure that warranties it receives extend to the Buyer; (c) if it does not receive such express warranties, it warrants such Goods or Services to the same extent set out in clauses 7.1 and 8.1; and (d) it remains fully liable to the Buyer for any subcontracted Goods or Services.

 

6.3 Neither party may (other than to an Affiliate within the same country) assign, transfer or delegate rights or obligations under this agreement without the other’s prior written consent.

 

6.4 The Seller shall at its own expense maintain: (a) employer’s liability, third party liability, product liability and professional negligence insurance to cover its liabilities arising from this agreement with an insurance company acceptable to the Buyer and with limits of cover acceptable to the Buyer; and (b) all permits, licences, certifications, registrations, and insurance coverage required by law. On the Buyer’s request, the Seller shall provide the Buyer with copies of the relevant certificates of insurance, permits, licences, certificates and registration documents.

 

6.5 If the Seller determines that it cannot deliver the Goods or perform the Services on the date specified in the applicable Order owing to events beyond its reasonable control (such as: third party industrial disputes; natural disasters having widespread and significant consequences not reasonably foreseeable, pandemic, war, riot, civil commotion, malicious damage, compliance with applicable law or regulation), it shall immediately notify the Buyer. The Buyer, without liability to the Seller, may, at its discretion, either (a) extend the time for delivery or performance; (b) require the Seller to use best efforts to secure substitute Goods or Services; or (c) cancel this agreement in whole or in part and source the Goods or Services from an alternative provider.

 

6.6 Where this agreement requires that something be done in written form, e-mail shall satisfy the requirement.

 

6.7 All commercial relations between the parties in connection with this agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods of 1 January 1988 shall not apply. Any disputes arising in connection with this agreement shall be submitted to the jurisdiction of the ordinary courts of Zurich, Canton of Zurich, Switzerland.

 

6.8 Right of review

 

6.8.1 Upon reasonable notice and within normal business hours, the Buyer may inspect the Seller’s: (a) financial and accounting records relating to sums it charges the Buyer under this agreement on an “at cost”, “pass-through”, or “cost plus” basis; and (b) compliance with the terms of personal data protection regulation.

6.8.2 The Buyer may do so only: (a) with minimum disruption to the Seller’s business; and (b) once per year unless a complaint by an individual, a regulator or a breach of security has occurred in which case a further inspection may take place.

6.8.3 Each party shall bear its costs of preparing for and undertaking such inspections.

 

6.9 Sustainability and compliance with the law; Code of Conduct for Suppliers

(a) The Seller shall at all times comply with all applicable laws, rules and regulations.

(b) Buyer values ethical, honest and sustainable business practices and expects the same from its suppliers. The Seller therefore undertakes to familiarise itself with the Code of Conduct for Suppliers of Buyer’s corporate group (Bruker), the current version of which is available on the Internet at https://ir.bruker.com/corporate-governance/Supplier-Code-of-Conduct/ , and to comply fully with the standards of conduct contained therein, including the standards for occupational safety, health and environmental protection, labour and human rights and responsible corporate governance, at all times. All references to Bruker in the Code of Conduct for Suppliers shall be understood as the reference to the Buyer.

(c) During the execution of the agreement, the Seller shall fulfil Buyer’s additional requirements for occupational safety and health and environmental protection specified in the agreement.

(d) The Seller undertakes to impose the same obligation on its board members, managing directors, employees, staff, vicarious agents and other bodies, representatives or agents, including subcontractors and sub-suppliers, to comply with the provisions of this clause 6.9 and to monitor them.

 

7. Provisions that apply for purchase of Goods

7.1 The Seller warrants that (a) the Goods will be free from any liens or encumbrances on title that could affect the Seller’s right to transfer title of the Goods to the Buyer; (b) the Goods will be free from defects and shall meet all specifications, standards, procedures, methods or systems referred to in this agreement; (c) the Goods will be free from any defects in design, workmanship or materials; (d) the Goods will be suitable for normal commercial use; and (e) the Goods will be manufactured, packaged and labelled in accordance with this agreement and all laws and standards of the countries of manufacture, distribution, and intended use, including laws on labour and employment, manufacturing, transport, data protection, environment, competition and fair market practices.

 

7.2 The Seller warrants that the Goods will not infringe any Intellectual Property Rights of any third party. The Seller shall defend the Buyer and its Affiliates against any claims that the Goods infringe any such rights, and shall indemnify them (irrespective of whether the Seller is in breach of warranty) from any loss, damage, costs, expenses (including reasonable attorneys’ fees), settlements, and judgments incurred by the Buyer or its Affiliates or anyone deriving their right to use the Goods from the Buyer or its Affiliates arising out of, or in connection with, any claim that the Goods infringe Intellectual Property Rights. The Buyer shall promptly notify the Seller of any such claim.

 

7.3 The Seller shall suitably package the Goods and deliver them (or engage a carriage company to do so) at the time and place specified in the Order. For any Goods that cross international borders for delivery, the Goods shall be sent Delivered Duty Paid (DDP) (INCOTERMS 2020). The Seller shall insure the Goods until delivery. Subject to clause 7.5, risk of loss shall pass from the Seller to the Buyer in accordance with the applicable INCOTERM and title shall pass at the same time, with the exception of deliveries from outside Switzerland, when title shall pass upon leaving the territory of the country of origin.

 

7.4 In the event of late delivery, the Buyer may cancel this agreement with no obligation or liability to the Seller except as provided in clause 7.8, even if the Buyer has already received the Goods. Alternatively, the Buyer may allow the Seller additional time to make delivery, without waiving any right to damages against the Seller. The Buyer reserves the right to claim damages and interest from the Seller in the event of late delivery and in the event of any failure of the Seller to perform its obligations under this agreement that causes loss or expense to the Buyer.

 

7.5 The Buyer may refuse any Goods that the Seller delivers in excess of the quantity stated in this agreement within 14 days after their delivery.

 

7.6 Should the Buyer receive, or pay for, the Goods, this shall not, of itself, imply that: (a) the Buyer: (i) accepts the Goods; or (ii) waives any of its rights; (b) the Goods meet the Buyer’s specifications or requirements; or (c) the Seller has complied with its obligations under clause 7.1.

 

7.7 If the Goods do not comply with the warranties in clause 7.1, the Buyer may (without limiting any of its other rights) reject the Goods in whole or in part, or require the Seller to replace or repair some or all of the Goods. The warranties in clause 7.1 shall be valid for 24 months from the date the Goods are delivered, save for the warranty in clause 7.2, which shall continue indefinitely. The Buyer is entitled to notify the Seller of a breach of the warranties at any time during 24 months. The requirements of Articles 201 and 210 of the Swiss Code of Obligations are replaced by the foregoing; the Seller waives its right to require the Buyer to immediately inspect and notify Seller in accordance with those Articles.

 

7.8 If the Buyer cancels this agreement or rejects all or some of the Goods pursuant to these terms, the Buyer shall have no obligation to the Seller other than to allow the Seller to collect the rejected Goods at the time and place the Buyer specifies to the Seller. The Buyer may claim from the Seller reasonable storage and insurance expenses (if it incurs any) from the time that the Goods were received until the Seller collects the rejected Goods.

 

7.9 The Buyer shall have the continuing right to inspect the Seller’s production facilities. If the Buyer determines that the quality of the Goods in the course of production does not meet the standards set by this agreement or if the Buyer reasonably determines that the Seller will not deliver the Goods on or before the date specified, the Buyer may cancel this agreement at any time in whole or in part, while retaining all rights against the Seller.

 

7.10 To the extent that the use, distribution, resale or advertising of the Goods involves the use of any Intellectual Property Rights of the Seller, its Representatives, or the manufacturer of the Goods, the Seller grants the Buyer a worldwide, royalty-free, and irrevocable right for such use of such Intellectual Property Rights in the Goods, for the full term of Intellectual Property Rights protection.

 

7.11 The Buyer grants the Seller the right to use the Buyer Materials for the sole purpose of complying with the Seller’s obligations under this agreement. Upon termination or expiry of this agreement, this right shall end, and the Seller shall return the Buyer Materials to the Buyer. The Seller shall not have any further rights to use any Intellectual Property Rights of the Buyer or any of its Affiliates.

 

7.12 The Goods must not contain any prohibited substances or materials from conflict regions. In the case of Goods containing the elements tin, tantalum, tungsten or gold – or chemical compounds of these elements – the aforementioned substances may only originate from sources where the Seller can ensure, after careful examination, that armed groups and conflicts are neither directly nor indirectly financed or supported, including in the Democratic Republic of Congo. The Seller is obliged to ensure the traceability of the materials and to document this at Buyer’s request so that the legal provisions on conflict minerals can be complied with. The Seller has implemented processes to ensure compliance with these requirements that meet at least the standard of the Conflict Minerals Policy of Buyer’ corporate group available at https://ir.bruker.com/corporate-governance/governance-documents/default.aspx . These requirements apply in addition to the principles of behaviour set out in the Code of Conduct for Suppliers.

 

7.13 Nature of the Goods; quality assurance system; ISO 9001 certification; traceability; Seller declaration

 

(a) The Seller warrants that the Goods comply with the statutory provisions of the country in which it manufactures the Goods or has them manufactured and the country of destination, the state of-the-art technology and the agreed product specifications.

(b) The Seller is responsible for compliance with the RoHS III Directive, insofar as this is applicable to the Goods in question. The Seller warrants that the Goods comply with the provisions of Regulation No. 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation). This also applies if the Seller is not based in the EU; in this case, he shall appoint a natural or legal person based in the EU to fulfil the obligations for importers as his sole representative (see Article 8 of the REACH Regulation). The substances contained in the Seller’s products are pre-registered or registered, as far as required under the provisions of the REACH Regulation. The Seller shall comply with all obligations applicable under the REACH Regulation, in particular provide any necessary safety data sheets and information in accordance with Article 31 et seq. of the REACH Regulation without being requested to do so. The Seller’s products do not contain any substances of very high concern (SVHC) within the meaning of Art. 57 of the REACH Regulation and no substances on the current list of substances eligible for inclusion in Annex XIV (so-called candidate list) pursuant to Art. 59 of the REACH Regulation. The Seller shall inform Buyer immediately in writing, stating the concentration in mass per cent, if Goods ordered and/or already delivered – for whatever reason – contain such substances.

(c) The Seller undertakes to introduce and maintain an up-to-date, certified management system for quality assurance for all areas of the company in accordance with the currently valid international standards and guidelines, but at least on the basis of EN ISO 9001, or a system that at least fulfils the requirements of the aforementioned standard.

(d) The Seller shall ensure the traceability of its products at all times. Furthermore, it shall take appropriate measures to ensure that it can immediately determine which other products may be affected if a fault occurs in one of its Goods.

(e) The Seller is obliged to submit supplier declarations in accordance with Regulation (EC) No. 1207/2001 and to confirm the preferential status of the Goods. The indication of the country of origin on the invoice is not sufficient for this purpose. The Seller is responsible for the correctness of the supplier’s declaration and is liable to Buyer for any damages. The submission of a long-term supplier’s declaration is permissible; however, a supplier’s declaration must be submitted in any case at Buyer’s request.

(f) The Seller shall provide Buyer with a Certificate of Conformity (CoC) free of charge with each delivery, which confirms that the delivered products comply with the specifications. Where required, the Certificate of Conformity contains a measurement or test report with the measurement data (e.g. critical mass, results of leak tests, material test certificates, etc.), even if there are no deviations from the specifications. For traceability purposes, the declaration of conformity must generally refer to the order number and item, the Buyer part number, the serial number where available and the quantity supplied. The Seller shall maintain internal documentation (e.g. test protocols, production protocols, etc.) to ensure compliance with the specifications. The Seller shall make this internal documentation available to Buyer for inspection upon request.

 

8. Provisions that apply for purchase of services 

8.1 Service standards

(a) The Seller shall provide the Services in a professional, workmanlike, and timely manner, using the level of skill, knowledge and judgment required, or reasonably expected, of suppliers of comparable services. The Seller warrants that the Services conform to all descriptions and specifications that the Seller has provided to the Buyer. The Seller shall give the Buyer oral and written progress reports, as the Buyer may request from time to time. In the event that the Seller is providing the Services on a time and materials basis, upon completion of the Services the Seller shall submit for the Buyer’s acceptance a report specifying the number of hours worked and materials used. The Seller shall present Work Products in a form and manner acceptable to the Buyer.

(b) In performing the Services, the Seller shall comply with: (i) applicable law; (ii) safe working practices; and (iii) any policies and codes of business conduct that the Buyer notifies the Seller.

(c) If the Services fail to comply with the provisions of this agreement, the Buyer may (without prejudice to any other rights it may have): (i) request the Seller to perform such corrective or additional Services as may be necessary to remedy such failure; (ii) refuse to accept any subsequent performance of the Services which the Seller attempts to make; (iii) terminate this agreement in whole or in part without liability to the Seller; (iv) purchase substitute services from another supplier; (v) hold the Seller accountable for any loss and additional costs incurred; and (vi) have the Seller refund all sums that the Buyer previously paid the Seller under this agreement.

 

8.2 Intellectual Property Rights

(a) The Seller warrants that all Contract Materials shall be its original work (or that of its Representatives). The Seller hereby (i) transfers, and shall procure that all its Representatives transfer, to the Buyer, free of claims, all Intellectual Property Rights in Contract Materials from the moment of their creation; and (ii) waives, and shall procure that all its Representatives waive, all moral rights relating to Contract Materials. The Buyer shall retain exclusive ownership of the Contract Materials and related Intellectual Property Rights after termination or expiry of this agreement. The Seller shall, and shall procure that its Representatives shall, provide all assistance reasonably required to perfect the Buyer’s rights under this clause, including executing a certificate of acknowledgement of the foregoing transfer and such other documents as the Buyer reasonably requests in order to register, establish, maintain, perfect, assert or defend any Intellectual Property Rights in the Work Product.

(b) The law of some countries may not permit the foregoing transfer of Intellectual Property Rights. To the extent that is the case, the Seller hereby grants to the Buyer and its Affiliates, for the full term of Intellectual Property Rights protection, an exclusive, sublicensable, worldwide, irrevocable, assignable, royalty-free licence to use, modify and add to the Contract Materials (and any proprietary rights or technology contained in or relating to them), and to combine such with other Materials, in each case to the extent necessary to allow the Buyer and its Affiliates to use, manufacture and develop the Work Product and to be able to fully benefit from the rights granted to it under this agreement.

(c) The Seller hereby grants to the Buyer and its Affiliates, for the full term of Intellectual Property Rights protection, a non-exclusive, sub-licensable, worldwide, irrevocable, assignable, royalty-free license to use, modify and add to the Seller Materials (and any proprietary rights or technology contained in or relating to them), and to combine such with other Materials, in each case to the extent necessary to allow the Buyer and its Affiliates to use, manufacture and develop the Work Product and to be able to fully benefit from the rights granted to it under this agreement.

(d) The Seller transfers, from the moment of delivery to the Buyer, title to all physical items that it delivers to the Buyer under this agreement.

(e) The Seller acknowledges that the sums payable by the Buyer under this agreement are good, valuable and complete consideration for the vesting of ownership in the Buyer of the Contract Materials and the Intellectual Property Rights in them; the transfer of title in the physical items; and the granting of the licence to the Seller Materials.

(f) The Buyer grants the Seller the right to use the Buyer Materials for the sole purpose of complying with the Seller’s obligations under this agreement. Upon termination or expiry of this agreement, this right shall end, and the Seller shall return the Buyer Materials to the Buyer. The Seller shall not have any further rights to use any Intellectual Property Rights of the Buyer or any of its Affiliates.

(g) The Seller shall not disclose to the Buyer confidential information of others. The Seller warrants that the Work Product (excluding Buyer Materials) does not infringe any Intellectual Property Rights of any third party. The Seller shall defend the Buyer and its Affiliates against any claims that the Work Product (excluding Buyer Materials) infringes any such rights, and shall indemnify them (irrespective of whether the Seller is in breach of warranty) from any loss, damage, costs, expenses (including reasonable attorneys’ fees), settlements, and judgments incurred by the Buyer or its Affiliates or anyone deriving their right to use Work Product from the Buyer or its Affiliates arising out of, or in connection with, any claim that the Work Product infringes Intellectual Property Rights. The Buyer shall promptly notify the Seller of any such claim.

 

8.3 Termination

(a) In addition to its rights under applicable law, the Buyer shall also have the right to terminate this agreement at any time by notice to the Seller for convenience with effect no less than 14 days following the notice.

(b) Should the Buyer terminate this agreement by virtue of the above, it shall pay the Seller: (i) for terminating services to be performed on a “time and materials” basis, the normal fees up to the effective date of termination; and (ii) for terminating services to be performed on a “fixed price” basis, an equitable sum to reflect the Seller’s progress in, and reasonable investment towards, achieving the deliverables to which such fixed price services relate (but no more than the relevant fixed price fee).

 

8.4 Dispute resolution

Should any dispute arise in connection with this agreement, the parties shall attempt to resolve it by following this process before submitting it for resolution in accordance with clause 6.7: (a) either party may require a meeting of senior management to resolve the dispute in informal discussions, to take place within 7 days of either party’s request; and (b) if such meeting is unsuccessful, either party may require the other to enter into non-binding mediation to attempt to settle the matter.

 

9. Provisions that apply if the Seller Processes Buyer Data or accesses Buyer Information Systems

Where this agreement involves either the Seller’s: (i) accessing Buyer Information Systems otherwise than using, from the Buyer’s (or Affiliate’s) premises, hardware that the Buyer provides for that purpose; or (ii) Processing Buyer Data otherwise than directly on Buyer Information Systems, the parties shall enter into a separate Data Processing Agreement after Seller will be successfully accessed by Buyer’s Information Security team.

 

10. Definitions

“Affiliate” means any entity which controls, is controlled by, or is under common control with, the relevant party; and “control” (and variants of it) means the ability, directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise. this “agreement” means the agreement formed by the Order and these terms.

“Buyer” means Biognosys AG, a Swiss company with offices at Wagistrasse 21, 8952 Schlieren, Switzerland or the person identified as such (or similar, e.g. “Client”, “Customer”) on the Order.

“Buyer Data” means data that either: (a) the Buyer, or a person acting on its behalf, provides to the Seller, or permits the Seller to access, in connection with this agreement; or (b) the Seller creates in providing the Services.

“Buyer Information Systems” means information technology and communications systems, networks, services and solutions (including all hardware, software and documentation that either (a) form part of such systems and networks, or (b) are used in the provision of such services and solutions) that are either owned by the Buyer (or one of its Affiliates) or are reserved for its (or their) operation.

“Buyer Materials” means all Materials that the Buyer delivers to the Seller in connection with this agreement.

“Buyer Personal Data” means Buyer Data that is Personal Data.

“Contract Materials” means all Materials that the Seller (either itself or through Representatives) creates in the performance of this agreement.

“Goods” means the goods that the Seller is to provide under the Order.

“Intellectual Property Rights” means all rights in any country or jurisdiction in patents, inventions, trade secrets and other rights in know-how, copyrights (including any extensions or renewals), rights affording equivalent protection to copyright, rights in databases, registered designs, design rights, industrial designs and utility models, trademarks, trade names, business names, trade dress, logos, domain names and all registrations or applications to register any of the foregoing items.

“Material” means any material, item or idea (for example: designs, components, products, concepts, sketches, drawings, specifications, documentation, photographs, plans, computer software, reports, surveys, training materials, recommendations, methodologies, techniques, processes, inventions and discoveries).

“Order” means the document (for example, a purchase order, contract information document) that incorporates these terms.

“Personal Data” means any data that relates to a Data Subject. to “Process” (and variants of it, such as “Processing”) means to perform any operation or set of operations upon data, whether or not by automatic means, such as collecting, recording, organising, storing, adapting or altering, retrieving, consulting, using, disclosing (by transmission, dissemination or otherwise making available), aligning or combining, blocking, erasing or destroying.

“Representatives” means any person working directly or indirectly for another (such as an employee (or equivalent), a subcontractor, or an employee (or equivalent) of a subcontractor, of the person concerned) or an officer, representative or adviser of that person.

“Seller” means the person identified as such (or similar, e.g. “Supplier”, “Service Provider”) on the Order.

“Seller Materials” means all Materials that are not Contract Materials or Buyer Materials.

“Services” means the services that the Seller is to provide under this agreement.

“Work Product” means all Materials that the Seller (itself or through Representatives), in the performance of this agreement, creates or delivers to the Buyer