1. DEFINITIONS

In these Terms and Conditions, the following terms shall have the meanings given below:

• “Lino Biotech AG”, “We”, “Us” or “Our” refers to Lino Biotech AG, its affiliates, subsidiaries, and any other legal entity supplying Products or Services under a Contract.

• “Customer”, “You” or “Your” means the person or legal entity purchasing Products or Services from Lino Biotech AG.

• “Acceptance” means our written or electronic confirmation of the Customer’s Purchase Order that forms a binding Contract.

• “Contract” means the agreement between Lino Biotech AG and the Customer, including these Terms and Conditions, our final quotation, any statement of work, order confirmation, and any other attachment agreed upon by the parties.

• “Products” means any goods (including parts, software, and related documentation) that Lino Biotech AG agrees to supply under the Contract.

• “Purchase Order” or “Order” means the document or electronic message by which the Customer commits to purchase Products or Services from us.

• “Services” means any chargeable or otherwise provided services that Lino Biotech AG agrees to render under the Contract.

• “Services Deliverable” means any work product resulting from the Services provided.

• “Terms and Conditions” means these General Terms and Conditions, including any addenda or amendments that are duly incorporated by reference.

 

2. SCOPE OF THESE TERMS AND CONDITIONS

2.1 These Terms and Conditions apply to all quotations, Purchase Orders, and contracts between Lino Biotech AG and the Customer for the sale of Products and/or Services, regardless of the form in which the acceptance is provided.

2.2 They exclude and supersede any other terms or conditions contained in any document, communication, or representation made by the Customer unless expressly agreed to in writing by an authorized representative of Lino Biotech AG.

2.3 All software supplied with the Products is licensed to the Customer subject to the applicable Lino Biotech AG Software License Terms available on our website.

2.4 Lino Biotech AG reserves the right to modify these Terms and Conditions at any time without notice. The version applicable to the Contract is the one in effect at the time of our Acceptance.

 

3. ORDERS AND ACCEPTANCE

3.1 Any quotation provided by Lino Biotech AG is an invitation to treat and not an offer. Quotations are valid for 30 days unless withdrawn earlier.

3.2 By placing a Purchase Order, the Customer makes a binding offer to purchase the Products and/or Services in accordance with these Terms and Conditions.

3.3 A binding Contract comes into existence only upon our Acceptance of the Customer’s Purchase Order. Acceptance may occur by (a) issuing a written or electronic confirmation, (b) dispatching the Products, or (c) commencing the Services.

3.4 Purchase Orders, along with all Contract documentation, will be stored by Lino Biotech AG. The Customer may request a copy within 12 months of the Order.

3.5 In cases of partial shipments, each Dispatch Confirmation constitutes a separate contract for the delivered Products unless agreed otherwise.

3.6 Lino Biotech AG reserves the right to amend product specifications if required by applicable safety or statutory requirements.

3.7 Any oral agreements deviating from these Terms and Conditions must be confirmed in writing by an authorized representative of Lino Biotech AG.

 

4. PRICES

4.1 The price for Products is as stated in the accepted Purchase Order or, if not specified, as per our current published price list.

4.2 The price for Services is as quoted or, if not specified, based on our prevailing time-and-material rates, with any additional expenses (e.g., travel, materials) charged separately.

4.3 All prices are quoted EXW (Ex Works) our facility or warehouse, unless otherwise specified. They exclude any extra charges for special packaging, insurance, or transport unless agreed upon in writing.

4.4 Prices do not include taxes, duties, or levies unless expressly stated. The Customer is responsible for payment of all applicable taxes on the supply of Products or Services.

4.5 In cases where taxes must be collected or withheld by law, the applicable amounts shall be added to the invoice and paid by the Customer.

4.6 Prices are subject to change without prior notice except for orders already in progress or as specifically agreed in writing.

 

5. PAYMENT

5.1 All amounts are payable in Swiss Francs (CHF). Invoices are due within 30 days from the invoice date (NET 30) unless otherwise specified, and payments must be made in cleared funds to the designated bank account.

5.2 Lino Biotech AG may invoice the Customer at any time during or after the Contract term, including issuing interim invoices.

5.3 Payment by check or bill of exchange is effective only after the instrument has cleared. All banking charges are borne by the Customer.

5.4 Late payments shall accrue interest at an annual rate of 8 percentage points above the European Central Bank’s current base rate (with a minimum of 8% per annum) or the maximum permitted by law.

5.5 Lino Biotech AG may, at its discretion, change payment terms, suspend credit, or require advance payment if the Customer’s financial condition warrants such measures.

5.6 A deposit may be required for future invoices. If the deposit is not maintained, Lino Biotech AG may suspend delivery or Services until it is reinstated.

5.7 Partial payments will be allocated first to older outstanding amounts, including any costs incurred for debt collection.

 

6. DELIVERY, SHIPMENT AND STORAGE

6.1 Unless otherwise agreed in writing, delivery is made FCA (Free Carrier) at our facility or warehouse. Standard shipping charges may be invoiced.

6.2 Lino Biotech AG may deliver the Products either by handing them over to the Customer’s designated carrier or by arranging delivery via a common carrier.

6.3 Any delivery dates provided are approximate and are not guaranteed, unless expressly guaranteed in writing by Lino Biotech AG.

6.4 If Lino Biotech AG has provided an express written guarantee of on-schedule delivery and is responsible for any delay, liability is limited to 0.5% of the purchase price per full week of delay, up to a maximum of 5%.

6.5 If the Customer is unable to take delivery, Lino Biotech AG may store the Products and charge storage fees, or, for made-to-order items, sell them and charge or credit the Customer accordingly.

6.6 Orders will be held for up to one week after notification. After this period, storage fees of 0.5% of the invoiced price per week (or fraction thereof) will apply.

 

7. RISK AND TITLE

7.1 Title and risk of loss or damage for the Products pass to the Customer upon delivery or when the Products are moved into storage, whichever occurs first.

7.2 For any software provided with the Products, only a license is granted; title remains with Lino Biotech AG.

7.3 In the event that repair Services are provided at our facility, the Customer remains responsible for the equipment, except for losses caused by our negligence.

7.4 Until all payments are made in full, Lino Biotech AG retains the right to reclaim possession of the Products.

 

8. INSPECTION AND ACCEPTANCE

8.1 The Customer must inspect each shipment upon receipt and notify Lino Biotech AG in writing within five (5) business days of any discrepancies or defects.

8.2 Lino Biotech AG reserves the right to inspect and test any rejected Products. If a rejection is found unjustified, the Customer is liable for the costs incurred.

8.3 Rejection of partial deliveries is only permitted if the defect affects the entire order.

8.4 Warranty claims for defects must be made within 12 months after the risk has passed to the Customer. Claims for latent defects follow the same limitation period.

 

9. LIMITATIONS ON USE

9.1 Products delivered by Lino Biotech AG are for research purposes only and must be used in accordance with the instructions provided. They are not to be used for therapeutic or diagnostic purposes unless expressly approved and all legal requirements are met.

9.2 The Customer is responsible for ensuring that use of the Products complies with applicable laws, regulations, and good laboratory practices.

9.3 Products with a stated use-by date must be used within that period, and the warranty applies only until that date.

9.4 Prohibition on Reverse Engineering and Sequencing of Oligonucleotide Reagents. The Customer is expressly prohibited from reverse engineering, sequencing, disassembling, or otherwise analyzing or deconstructing any oligonucleotide reagents supplied by Lino Biotech AG, whether in whole or in part, by any means—including, but not limited to, chemical analysis, biological sequencing, or computational methods. Any attempt to circumvent or violate this restriction shall constitute a material breach of these Terms and Conditions, which may result in immediate termination of the Contract and the pursuit of all available legal remedies.

 

10. RETURNS AND REFUNDS

10.1 Products may not be returned without prior written approval and a valid Return Goods Authorization (RGA). Returns will be accepted only for items purchased directly from Lino Biotech AG and must be in good, resalable condition.

10.2 If a refund is approved, it will be processed according to the Customer’s original payment method. Refunds on credit or debit card purchases may take up to two billing cycles to appear.

 

11. NO RESALE; NO EXPORT

11.1 Unless otherwise agreed in writing, the purchase of Products by the Customer does not confer the right to resell them in any form.

11.2 The Customer is not permitted to export or re-export the Products in contravention of applicable export laws unless all necessary licenses or approvals have been obtained.

 

12. LIMITED WARRANTY

12.1 Lino Biotech AG warrants that the Products and Services will conform to the published specifications in effect at the time of order acceptance. This warranty does not cover defects resulting from misuse, improper storage, or unauthorized modifications.

12.2 Any representations in catalogues, brochures, or quotations are provided as approximations and do not constitute a guarantee.

12.3 The warranty does not cover damages due to force majeure, improper handling, or normal wear and tear.

12.4 Our sole liability and the Customer’s exclusive remedy for any breach of warranty shall be either re-delivery/re-performance or a refund of the price paid for the non-conforming Product or Service.

12.5 ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

 

13. LIMITATION OF LIABILITY

13.1 Lino Biotech AG shall not be liable for any indirect, incidental, consequential, or punitive damages (including loss of profits, data, or goodwill) arising out of the use or inability to use the Products or Services.

13.2 Our liability for any claim arising out of a breach of warranty or any other cause shall not exceed the lesser of (i) the cost of correcting the defect or (ii) the purchase price paid for the affected Products or Services.

13.3 The Customer agrees to indemnify and hold harmless Lino Biotech AG from any claims arising from improper use or non-compliance with these Terms and Conditions.

13.4 The limitations set forth herein do not apply to liability for death or personal injury caused by negligence or for any liability that cannot be excluded by law.

 

14. PERFORMANCE

14.1 Timely performance by Lino Biotech AG is contingent upon the Customer providing all necessary technical information, documentation, and materials when requested.

14.2 Neither party shall be liable for any delay or failure to perform due to circumstances beyond its reasonable control (force majeure). If the delay exceeds three (3) months, Lino Biotech AG may terminate the Contract without liability.

14.3 The Customer is responsible for ensuring that all materials and instructions provided do not infringe third-party rights and shall indemnify Lino Biotech AG for any resulting claims.

 

15. SUPPLEMENTAL TERMS AND CONDITIONS FOR SERVICES

15.1 Services will be performed with due care and in accordance with the statement of work and prevailing industry standards. Lino Biotech AG will notify the Customer of any anticipated substantial delays.

15.2 If the Customer requests changes that affect the scope or cost of Services, the fees and completion dates will be adjusted accordingly. Cancellation of Services in progress will result in charges proportionate to work completed.

15.3 The Customer must provide all necessary materials (e.g., samples, compounds) required for the performance of the Services. Any additional charges incurred due to non-compliance with quality standards shall be borne by the Customer.

15.4 Lino Biotech AG will maintain documentation and data generated from the Services for 12 months after completion, and confidentially for up to three (3) years thereafter, except as required by law.

15.5 Invoices for Services will be sent upon completion of the agreed deliverables, and failure to pay may result in suspension or termination of Services.

15.6 Unless otherwise agreed, all inventions, data, or work products arising directly from the Services are the exclusive property of the Customer. Lino Biotech AG will assist, at the Customer’s expense, in securing intellectual property rights as needed.

15.7 The sole warranty for Services is that they will be performed according to industry standards. Any claim for breach of this warranty must be submitted in writing within one (1) month after the delivery of the Services.

15.8 Except where caused by gross negligence or intentional misconduct, the Customer shall indemnify Lino Biotech AG against any third-party claims arising from the use of the Services.

15.9 Samples provided for Service purposes are for internal research use only and may not be resold or transferred to third parties without express written consent.

 

16. SOFTWARE LICENSE

16.1 “Software” means any computer program provided as part of the Products, including operating systems and applications.

16.2 The Customer is granted a non-transferable, non-exclusive license to use any Software delivered with the Products in accordance with the accompanying end-user license agreement or, if none is provided, according to these Terms and Conditions.

16.3 The Customer shall not duplicate, modify, reverse-engineer, or otherwise alter any Software delivered by Lino Biotech AG.

 

17. CONFIDENTIALITY

17.1 Each party may disclose confidential or proprietary information (“Confidential Information”) to the other for purposes of the Contract. Confidential Information includes technical, business, and financial data that is designated as confidential or that should reasonably be understood to be confidential.

17.2 The Receiving Party agrees to (i) keep such Confidential Information strictly confidential; (ii) use it solely for performing under the Contract; and (iii) take all reasonable measures to prevent unauthorized disclosure.

17.3 The obligations of confidentiality shall not apply to information that (i) is or becomes public through no breach of these Terms; (ii) is received from a third party on a non-confidential basis; (iii) is independently developed; or (iv) is required to be disclosed by law (provided that the disclosing party is given prompt notice).

17.4 Any Confidential Information provided by either party shall be returned or destroyed upon termination of the Contract, except for one archival copy kept for compliance purposes.

17.5 In the event of a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief without the need to prove actual damages.

 

18. TERMINATION

18.1 Either party may terminate the Contract with immediate effect by written notice if the other party commits a material breach and fails to remedy it within 30 days, or if the other party becomes insolvent or ceases business operations.

18.2 Lino Biotech AG may terminate the Contract immediately by written notice if the Customer fails to pay any amount due, undergoes a change of control, or breaches the confidentiality provisions.

18.3 In the event of termination, the Customer shall pay all outstanding amounts and return any Products or materials not fully paid for. Lino Biotech AG reserves the right to reclaim such items if not returned promptly.

18.4 Termination does not affect any accrued rights or obligations that have arisen prior to termination.

 

19. EXPORT CONTROL

The Customer shall comply with all applicable export and re-export laws. The Customer shall not use or make available the Products or Services in any jurisdiction where such use is prohibited without first obtaining all necessary governmental approvals.

 

20. ENVIRONMENTAL MATTERS

20.1 The Customer is responsible for complying with any local or national laws regarding the collection, recycling, and disposal of Products and packaging.

20.2 For discarded electrical or electronic equipment, the Customer shall bear any disposal fees or costs in accordance with applicable laws, including any requirements under the WEEE Directive or similar regulations.

 

21. DATA PRIVACY

Lino Biotech AG will treat all personal data provided by the Customer in accordance with applicable data protection laws. By placing an Order, the Customer consents to the storage, processing, and forwarding of personal data for purposes including credit review, debt collection, and notifications required by law. Further details are available in our Privacy Statement on our website.

 

22. NOTICES

Any notice or communication required under these Terms and Conditions shall be in writing and delivered either by personal delivery, registered mail (with return receipt), an internationally recognized courier service, or facsimile (with confirmation). Notices shall be deemed effective upon confirmed delivery as described herein.

 

23. GOVERNING LAW AND JURISDICTION

23.1 These Terms and Conditions and any Contract shall be governed by and construed in accordance with the laws of Switzerland. In cases involving international sales, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply.

23.2 Any disputes arising from these Terms and Conditions shall be exclusively brought before the courts competent for Lino Biotech AG’s principal place of business. The Customer hereby submits to such jurisdiction.

 

24. MISCELLANEOUS

24.1 Severability: If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

24.2 No Waiver: A waiver by either party of any breach shall not constitute a waiver of any subsequent breach.

24.3 Modification: No amendment or modification of these Terms and Conditions shall be binding unless in writing and signed by an authorized representative of both parties.

24.4 Assignment: The Customer may not assign its rights or delegate its duties under the Contract without the prior written consent of Lino Biotech AG, which shall not be unreasonably withheld.

24.5 Place of Performance: Payment by the Customer and the provision of Services by Lino Biotech AG shall be performed at our principal place of business, or as otherwise agreed in writing.

 

25. CONTACT INFORMATION

For any questions, clarifications, or notices regarding these Terms and Conditions, please contact:

Lino Biotech AG
Soodstrasse 52
8134 Adliswil
Switzerland
Email: info@lino-biotech.com
Website: www.linobiotech.com