General Terms and Conditions of GEN-IAL GmbH

1.1 Unless another currency has been agreed, prices are quoted in euros.

1.2 The prices valid on the date of confirmation of the offer shall apply plus the statutory value added tax.

1.3 GEN-IAL reserves the right to change prices in the event of significant cost increases. In the event of an increase, the contractual partner shall be notified in writing at least four weeks before the increase comes into effect. In this case, the contractual partner has the right to withdraw from the contract within eight days of receipt of the notification.

1.4 Our claims are payable 14 days after receipt of the invoice, without discount, unless otherwise agreed in writing.

2. scope of application

2.1 These GTC are an integral part of all offers and contracts.

2.2 By accepting an offer or an order confirmation, but at the latest by placing an order or accepting a delivery or service, the customer acknowledges that these GTC apply to all current and future business relationships.

2.3 Counter-confirmations by the customer and reference to its terms and conditions of business or purchase are hereby rejected.

2.4 Deviations from these terms and conditions are only effective if they are confirmed in writing.

3. offer and scope of the service

3.1 The client is solely responsible for the flawless delivery of the samples sent for analysis. The samples must be in a condition that allows the preparation of expert opinions/analyses without further ado. If tests carried out do not lead to a result because the sample material is not in perfect condition, GEN-IAL shall be entitled to charge the client for the costs incurred. After consultation with GEN-IAL, the client is obliged to provide information about the composition of the sample if this knowledge is of importance for the analysis.

3.2 The client shall ensure that no substances hazardous to health are contained in the samples to be handed over.

3.3 GEN-IAL shall be entitled to reject samples and to terminate the concluded contract for good cause or to suspend it for a reasonable period of time if the samples do not meet these requirements.

3.4 The documents belonging to the offer, such as illustrations, drawings and quantities, are only approximate unless they are expressly designated as binding. We reserve the copyright to cost estimates, illustrations and other documents. Any forwarding to third parties requires the express written consent of GEN-IAL.

3.5 GEN-IAL’s offers are subject to change and non-binding. Supplements, amendments and ancillary agreements must also be made in writing to be legally effective.

3.6 If the customer sends samples, it shall be obliged to inform GEN-IAL in writing of any additives at GEN-IAL’s request. If the order cannot be carried out by GEN-IAL due to undisclosed additives, or if it is delayed as a result, the costs shall be charged to the customer by GEN-IAL. The customer shall have the right to withdraw from the contract; any costs incurred up to that point shall be compensated by the customer.

3.7 The written order confirmation shall be decisive for the scope of the service. The dates and deadlines specified by us are non-binding. We shall endeavor to adhere to them.

3.8 If GEN-IAL is in default with a service or if our obligation to perform becomes permanently or temporarily impossible, the customer shall be entitled to withdraw from the contract with regard to the service with which we are in default or for which impossibilities have arisen, after he has unsuccessfully set us a reasonable grace period, which must be at least one month in the event that the delivery date is exceeded for reasons for which we are not responsible or in the event of temporary impossibilities. The customer shall have no other claims due to missed deadlines, other delays or impossibilities, regardless of whether we are responsible for them or not. Additional agreements and amendments require written confirmation by GEN-IAL.

3.9 In special situations, GEN-IAL reserves the right to subcontract tests and parts of tests.

4. Warranty for expert opinions and analyses

4.1 We process the orders in accordance with the current state of science and technology or the standard on which the respective orders are expressly based. No liability for success can be assumed. If subcontracts have been awarded, this shall also apply to the subcontractor.

4.2 Objections to the test result are admissible within a period of one month from receipt by the Contractor. If a client raises objections to our test result, the result shall be reviewed. We are also entitled to have the inspection carried out by third parties. If the objected result is confirmed, the client shall bear the costs of the repeat test. Otherwise the test result will be corrected free of charge. The repeat test can only be carried out if the condition of the sample or the goods to be sampled allows such a retest.

4.3 GEN-IAL shall only be liable for demonstrably caused damage in cases of intent and gross negligence. The liability shall be limited to the foreseeable damage typical for the contract caused by actions or omissions in connection with the fulfillment of the order. The client is obliged to indemnify GEN-IAL against any claims for compensation by third parties in the event of unrestricted or restricted further use of expert opinions, test certificates or reports. The Client’s claims for improper fulfillment of the order and claims for damages shall become time-barred after six months.

4.4 Claims for damages arising from impossibility of performance, from positive breach of contract, from culpa in contrahendo and from tort are excluded both against GEN-IAL and against all our vicarious agents, except in cases of willful misconduct or gross negligence.

4.5 Advice on trends, developments, market analyses relating to genetic engineering in foodstuffs and explanations of the scientific background are given to the best of our knowledge, but without obligation and to the exclusion of any liability.

4.6 We accept no liability for incorrect analysis results due to improperly packaged or incorrectly selected sample material on the part of our customers and do not provide replacement analyses.

5. Liability

5.1 Any further liability for damages other than that provided for in Section 4 is excluded, irrespective of the legal nature of the claim asserted.

5.2 This provision does not apply to claims under the Product Liability Act or claims due to the absence of warranted characteristics, insofar as the warranted characteristic was intended to protect the buyer against the damage incurred.

5.3 Insofar as GEN-IAL’s liability is excluded or limited, this shall also apply to the personal liability of GEN-IAL’s employees, workers, staff, representatives and vicarious agents.

6. Deliveries

6.1 Complaints about obvious defects or transport damage must be made immediately or no later than four days after receipt of the goods. GEN-IAL shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery impossible for GEN-IAL (e.g. strike, official order, delivery difficulties by suppliers). If the hindrance lasts longer than 3 weeks, the customer has the right to withdraw from the contract.

6.2 If the delivery is delayed, the client cannot make any claims for damages.

6.3 The Buyer shall be obliged to observe the provisions of public law, in particular patent claims of third parties, which are related to the delivery.

6.4 The goods supplied by us may only be used for the customer’s own requirements.

7. reservation of title

7.1 All goods delivered by us shall remain our property until full payment of the purchase price including all ancillary costs. For the duration of the retention of title, the buyer is not entitled to pledge the delivered goods or to assign them as security.

7.2 In the event of default of payment or the justified assumption of insolvency, we shall be entitled to demand the return of the delivered goods on the basis of the retention of title and to dispose of them otherwise. in case of doubt, the exercise of this right shall not constitute a withdrawal from the contract. After payment has been made, the buyer shall be supplied within a reasonable new delivery period.

8. confidentiality obligation

8.1 The client shall be obliged to maintain confidentiality about all services provided by GEN-IAL and their results.

8.2 Accordingly, GEN-IAL undertakes to maintain confidentiality about orders placed and their results.

8.3 We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. They may only be made accessible to third parties with our prior written consent. The client must obtain the written consent of the contractor before passing on to third parties or modifying the text in the case of expert opinions prepared in accordance with the order, including parts thereof.

9. place of performance and jurisdiction

The place of performance for both parties is Troisdorf. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Troisdorf for both parties, including actions relating to bills of exchange or cheques; we may also sue the contractual partner at any other place of jurisdiction established for him. The contractual relationship between GEN-IAL and the customer shall be governed by German law.

10. final provisions

10.1 In any case, only German law shall apply to the exclusion of foreign law.

10.2 Should these contractual conditions pre-formulated by us be partially legally invalid or incomplete, this shall not affect the validity of the remaining provisions.

Status June 2025