SCOPE
The following General Terms and Conditions apply to all sales and services (hereinafter collectively referred to as “Services”) from Blue Analytics AS (“Blue Analytics”) to its customers (“Customer”).
Terms provided by the Customer that conflicts with Blue Analytics’ conditions shall not apply unless Blue Analytics, in each individual case, has provided its prior written approval thereto.
The current version of the General Terms and Conditions applies to all current assignments and contracts. This applies even if they have been amended since prior assignments or contracts.
ORDER OF SERVICES
The Customer’s order of Services must be placed by submitting a sample submission form detailing the required Services. For Services not listed in the current sample submission forms, e.g., supply of sampling kits, the Customer shall place their order in writing.
At the time an order is placed, it is to be considered a valid assignment and Blue Analytics will initiate services. For customers who have no existing contract, a sample submission form is to be considered a valid agreement between Blue Analytics and the Customer. The Customer’s contact information and selection of analyses available are stated in the sample submission form.
BLUE ANALYTICS’ RESPONSIBILITIES
Blue Analytics will carry out the order according to the sample submission form and the terms herein and agreed upon with the Customer.
Blue Analytics will report test results to the Customer according to the response time defined in sections “Response Time for PCR Analyses” and “Response Time for Genomic Services”.
Blue Analytics are obligated to notify the Norwegian Food Safety Authority upon suspicion of notifiable diseases. In that regard, Blue Analytics might be imposed to report or submit necessary information and sample material.
For official analyses, Blue Analytics sends monthly summaries of analysis results to the National Reference Laboratory (Norwegian Veterinary Institute).
THE CUSTOMER’S RESPONSIBILITIES
The Customer is obligated to notify Norwegian Food Safety Authority upon suspicion of notifiable diseases. Upon such suspicion, the Customer is also obligated to take counter measures in order to prevent, reduce or eliminate the risk of further harmful effects. In such cases, the Customer is obligated to inform Blue Analytics as soon as possible, to ensure that
Blue Analytics can take counter measures themselves.
The Customer will exercise caution when sampling and shipping biological sample material, to ensure that there is no risk of development or spreading of infectious animal diseases.
RESPONSE TIME FOR PCR ANALYSES
Standard response time for PCR analyses is 5 business days from receipt of the sample material. The date of receipt counts as the first business day as long as the sample material is received before 12:00.
Blue Analytics can provide a shorter response time (urgent samples). Such samples are to be agreed upon beforehand, assuming required resources are available. Urgent samples are subject to a surcharge.
• If samples are received before 12:00, Blue Analytics can provide test results by 16:00 the next business day. Such samples will be subject to a 30% surcharge
• If samples are received before 09:00, Blue Analytics can provide test results the same business day. Such samples will be subject to a 50% surcharge
• Urgent samples that require overtime or work during weekends will be subject to a 100% surcharge
Standard response time will not apply to large quantities of tissue samples, such as R&D samples. If results are needed within 5 business days, this must be agreed upon for the specific assignment.
RESPONSE TIME FOR GENOMIC SERVICES
Response time for DNA isolation and Affymetrix genotyping services is to be agreed upon for the specific assignment.
Blue Analytics can provide a faster response time (urgent samples) if needed. Such samples are to be agreed upon for each case, assuming required resources are available. Urgent samples are subject to a surcharge as set forth in the price list.
PRICES AND CONDITIONS OF PAYMENT
Services are invoiced based on the current valid price list. If for any reason the service provided is not included in the price list, it will be invoiced based on the price offered in advance. Unless otherwise agreed, all prices are in Norwegian kroner and exclusive of VAT.
Additional costs such as licencing costs, shipment, insurance, customs duties, and other duties imposed, will be charged separately.
Prices are adjusted annually on July 1st based on, but not bound to, the Norwegian Consumer Price Index for goods and services, 12-month rate per May, for the delivery sector according to “Services where labor dominates” (https://www.ssb.no/en/priser-og-prisindekser/statistikker/kpi).
Blue Analytics reserves the right to adjust the prices if significant events occur that will lead to abrupt increases in production cost or unfavourable currency developments. Such price adjustments will be made in writing to the Customer.
Unless otherwise agreed, prices are based on samples being delivered directly to Blue Analytics’ laboratory, and according to Blue Analytics’ preferred sampling method and shipping instructions. In case of deviations not caused by Blue Analytics that will require extra work, Blue Analytics reserves the right to charge the Customer for such work. Note that this can also cause delays in response time.
For assignments that requires extra work, the Customer will be invoiced based on time spent. This includes necessary analyses to confirm or disconfirm suspicion of infectious animal disease (in reference to section regarding Blue Analytics’ responsibilities). Additional analyses done to characterise ISAV genotype, as well as reanalyses of prior processed samples will be treated as regular samples. Note that this can also cause delays in response time.
Payment terms are 14 days from date of invoice. The Customer shall pay the invoice issued by Blue Analytics according to the terms of payment stated in the invoice, or as otherwise agreed. The Customer has no right to make deductions in the invoice or to exercise any right of retention, counterclaims or set offs against the invoice.
If the Customer fails to pay the invoice when due, Blue Analytics shall be entitled to interest from the day on which payment was due. The interest rate shall be in accordance with the law of interest rates related to delayed payment.
CANCELLATION OF ORDER
The specific order is binding at the time Blue Analytics receives the sample submission form. If the Customer wants to cancel the order, cancellation must be made immediately in writing and without undue delay. Blue Analytics reserves the right to invoice the Customer for any costs incurred up to the point of cancellation.
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
Both parties retain their respective IPR as prior to the business relationship.
Ownership of the samples, genotype data, and all data contained in the quality report is awarded to the Customer. Where the Customer owns and holds the intellectual property rights to the Axiom genotyping array to be used in the assignment, the Customer grants to Blue Analytics exclusive rights to use this genotyping array free of charge, provided that it is for the sole use of genotyping samples for this assignment.
Blue Analytics cannot use the archival DNA from the assignment for any other purpose than explicitly provided for under this assignment or as otherwise explicitly agreed in writing between the Parties.
Apart from the above, Blue Analytics shall have unrestricted title to intellectual property rights and know-how related to the services provided. Blue Analytics has the right to freely utilise the general knowledge and expertise developed during the assignment.
All equipment and consumables acquired or produced by Blue Analytics or related companies in connection with the completion of the assignment belong to Blue Analytics. If the Customer contributes with equipment, the ownership to such equipment must be established prior to the assignment.
CONFIDENTIALITY
Both Blue Analytics and the Customer are obligated to treat all information between the parties in relation to the assignment as strictly confidential. This also applies after termination of the assignment. Information regarding the Customer (e.g. name, order, results) is to be treated as strictly confidential. Any exceptions to this are to be agreed upon in writing.
Blue Analytics is still within its right to notify, inform and provide samples to relevant authority in accordance with notifiable diseases as well as insight in relation to an ISO accreditation.
PRIVACY
Blue Analytics treats all private information in accordance with the applicable privacy legislation. Our treatment includes contact information about the Customer’s contact persons. For further details about our handling of information privacy, consult our privacy statement available on our website.
LIMITATION OF LIABILITY
Blue Analytics disclaims any responsibility for any disposition that may result from analysis results and shall not be liable for indirect or consequential losses such as, but not limited to, stop in Customer's production or sale, deprivation, loss of profit due to the Customer not being able to fulfil contracts with its clients or others.
Blue Analytics is under any circumstance only liable for errors or omissions in analyses if negligence has been shown by Blue Analytics. Any claim for damages that may result from this is limited to reimbursement of fees paid for the relevant analyses.
Blue Analytics is under the Act relating to product liability.
The Customer’s right to claim compensation must be made immediately in writing and without undue delay, after the matter that justifies the complaint has become known to the client.
FORCE MAJEURE
In the event of Force Majeure, strike or other circumstances beyond Blue Analytics’ control, Blue Analytics will not be liable for delays or failure to fulfil our services and obligations. Force Majeure includes, but is not limited to, industrial disputes, strike, fire, extreme weather, pandemics, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by subcontractors caused by any such circumstance referred to above whether occurring prior to or after the formation of the contract.
This will also include events such as instructions to stop production issued from Norwegian Food Safety Authority or other government bodies.
The party that claims being in a Force Majeure situation shall notify the other party in writing without delay when the circumstance starts and when it ends.
DISPUTES
Any disputes in connection with the implementation of the assignments under the terms of this agreement and general conditions, shall be dealt with in accordance with Norwegian law and with the Bergen District Court as the agreed venue.