01 / Scope and contracting party
These General Conditions apply to quotations and contracts for peptide synthesis, analytical services and related supply by GENRA SA, Hochbergerstrasse 60, 4057 Basel, Switzerland (“GENRA”, “we”, “us”). They are intended for business, academic and other professional customers.
They form part of a contract only where they are provided or made available to the customer and incorporated into the agreed order. A signed agreement or expressly accepted project-specific term takes precedence over these General Conditions. Mandatory rights that cannot lawfully be excluded remain unaffected.
02 / Enquiries, quotations and acceptance
Website information and the submission of an enquiry are invitations to discuss a project, not a binding offer, order acceptance or promise of feasibility. A contract arises when GENRA and the customer agree the scope and commercial terms in writing, including by email.
A quotation identifies the deliverables, specifications, price, currency, payment arrangements and any stated validity period. Unless expressly included, additional tests, development work, shipping, taxes and import charges are outside the quoted scope. No work or charge outside that scope is authorised solely by these General Conditions.
03 / Technical specification and customer information
The agreed specification must identify the relevant sequence or material, termini and modifications, quantity, purity target, analytical methods, documentation and any special handling or delivery requirements. Acceptance criteria must be agreed expressly; a general website description is not a substitute for a project specification.
The customer must provide accurate instructions and disclose material information affecting safe handling, feasibility or testing, including known hazards associated with submitted samples. Human-identifiable biological samples and clinical or patient data must not be submitted without a separate, expressly agreed arrangement.
The customer must have the necessary rights and authority to provide sequences, samples and other materials for the instructed work. GENRA may request clarification or decline work where the information or agreed resources are insufficient.
04 / Development work and changes
Custom synthesis and method development may involve technical uncertainty. GENRA will inform the customer of a material feasibility issue, deviation or proposed change. Changes to the specification, scope, charges or timetable require written agreement before the changed work proceeds.
A particular yield, purity, completion date or experimental outcome is guaranteed only if expressly agreed as a contractual commitment. Where the agreed target cannot be achieved, the parties will determine the appropriate next step, including revised work or termination, under the project agreement and applicable law.
05 / Prices and payment
Payment dates, deposits and any milestones are those set out in the accepted quotation or contract. Taxes, shipping and import-related charges are payable only as stated in that agreement or as required by applicable law. Any currency conversion or bank charges should be clarified before payment.
If an undisputed payment is overdue, GENRA may give written notice and a reasonable opportunity to remedy the delay before suspending affected work or supply. Statutory rights concerning late payment remain available.
06 / Delivery, handling and intended use
Delivery arrangements, transport conditions, responsibility for customs clearance and the point at which risk passes must be set out in the order. A delivery estimate is not a fixed deadline unless expressly agreed. GENRA will notify the customer of a material delay that becomes known.
Customers must observe the supplied handling, storage and safety instructions and use appropriately qualified personnel. Unless a separate written agreement explicitly states otherwise, supplied materials and documentation are for professional research or analytical purposes, not for administration to humans or animals, clinical diagnosis or therapeutic use.
A purity result or certificate of analysis alone does not establish safety, clinical suitability, regulatory approval or suitability for an unagreed application.
07 / Testing, reports and certificate access
Analytical results relate to the identified sample or batch, the methods used and the scope stated in the report. Measurements may be subject to sampling limitations, method-specific uncertainty, detection or quantification limits and other qualifications recorded in the documentation. Additional testing is included only when expressly agreed.
Draft reports are not issued certificates. Digital verification establishes that the submitted credentials match a record made available by GENRA; it is not independent accreditation or an assessment of fitness for a particular use.
Customers should protect report numbers and access codes and notify GENRA of suspected unauthorised access or a discrepancy. A downloaded report is a copy of the version exported at that time. Corrections, revised reports or withdrawal of access will be communicated where relevant to the customer’s agreed deliverables. Records must not be altered or represented as covering another product, lot or sample.
08 / Inspection and non-conformity
The customer should inspect delivered materials and documentation promptly and report an apparent shortage, transport issue or departure from the agreed specification without undue delay, with the order and lot details and supporting evidence. Latent issues should be reported promptly after discovery. Mandatory statutory notification periods and rights take precedence.
The affected material and packaging should be preserved where reasonably possible while the issue is assessed. Where a non-conformity attributable to GENRA is established, the appropriate remedy may include correction, repeat analysis, replacement, a price reduction or refund, as agreed or required by law. These terms do not make a customer responsible for proving matters that applicable law places on GENRA.
09 / Cancellation and suspension
Because custom work may involve dedicated labour, materials and analytical capacity, cancellation and any non-refundable charges must be addressed in the accepted project agreement. A cancellation request should be made in writing as early as possible. GENRA will explain the status of the work and any contractual charges before agreeing the cancellation settlement.
Neither party is entitled under these terms to impose unspecified cancellation fees or retain payment for undelivered work without a contractual or legal basis.
10 / Confidentiality and intellectual property
Each party must protect non-public technical and commercial information disclosed for the project and use it only to evaluate or perform the agreed work, except where disclosure is authorised, required by law, or the information is already lawfully public or independently developed.
Pre-existing intellectual property remains with its owner. Rights in commissioned deliverables, newly developed sequences, methods or other project results should be specified in the project agreement. No patent clearance, freedom-to-operate opinion or transfer of ownership is implied by a quotation, supply or analytical report. Any agreed use of specialist service providers must respect the applicable confidentiality obligations.
11 / Responsibility and events outside reasonable control
Each party is responsible for its contractual obligations and for loss attributable to it under applicable law. Any project-specific limitation of liability must be expressly agreed and applies only to the extent permitted by law. Nothing in these conditions excludes liability that cannot lawfully be excluded, including liability for intentional misconduct or gross negligence where exclusion is prohibited.
A party affected by an event outside its reasonable control must notify the other party promptly, take reasonable mitigation steps and discuss the effect on performance. Such an event does not automatically permit retention of payment for work not performed or remove accrued payment obligations.
12 / Governing law, disputes and updates
Unless expressly agreed otherwise, contracts incorporating these conditions are governed by Swiss substantive law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. For business customers, the competent courts in Basel-Stadt, Switzerland have jurisdiction to the extent a jurisdiction agreement is legally permissible. Mandatory jurisdiction and protective rules remain unaffected.
The parties should first seek to resolve a concern through their project contacts. Changes to the published terms apply to future agreements; they do not retrospectively amend an existing contract without agreement. If a provision is ineffective, the remaining provisions continue to apply to the extent permitted by law.
Contract questions: contact@genra.ch.