These general terms and conditions (the “Terms and Conditions”) shall apply to all provision of diagnostic services (the “Services”) by Wieslab AB (“Wieslab”) to a third party customer (“Customer”). The Customer (or the party to whom the invoice or Report (as defined below) is to be sent) may not be a physical person. The Terms and Conditions are considered to be accepted upon order placement by a Customer. No other terms and conditions shall apply unless they have been expressly agreed upon in writing by Wieslab. Once accepted as set out above, the Terms and Conditions also apply without further written agreement to all future business operations between Wieslab and the Customer, unless otherwise agreed expressly in writing.
A binding order is placed by the Customer upon receipt of the Customer’s sample, and the corresponding request form (available at www.wieslab.com), by Wieslab, and is binding for Wieslab unless Wieslab notifies the Customer thereof within two (2) working days of receipt of the Customer’s sample and corresponding request form, subject to the request form being correct, complete and clear as further set out below. The request form must contain all information required for the clear identification of the patient, the Customer, the invoice recipient and the test(s) to be performed. Only orders which are placed using the correct form and which are complete and clear shall be binding for Wieslab. Wieslab reserves the right to refuse to accept any sample(s) for analysis if the corresponding request form has not been completed correctly and in full or if the most current request form (which is available at www.wieslab.com) has not been used.
Any advice given by Wieslab on technical or scientific aspects of the Services and/or the Report, including choice of suitable tests and methods and interpretation of the Report, is given in good faith and to the best of Wieslab’s knowledge, but without any warranty on the part of Wieslab. Wieslab shall have no liability for any such advice.
The Customer is responsible for sample collection and for the handling, packaging, transport and delivery of sample(s) to Wieslab, as well as for the correctness of the marking of the samples, i.e. that the sample provided to Wieslab corresponds with the request form completed by the Customer. The Customer shall be responsible for observing the instructions for sample collection, handling, packaging, transport and delivery of samples which are set out at www.wieslab.com and/or in the relevant request form. If Wieslab determines that the submitted sample(s) will not yield valid data for any reason (including but not limited to sample preservation or improper sample containers), the sample(s) will not be accepted and Wieslab will notify the Customer.
The Customer must inform Wieslab of any hazard relating to samples submitted for analysis and is obligated to provide the appropriate documentation and packaging of such samples. Wieslab reserves the right to refuse to accept samples that are suspected of being hazardous. It is the responsibility of the Customer to label and meet all regulations on samples (including, but not limited to, samples that are hazardous). If Wieslab suspects that a sample is hazardous, Wieslab will contact the Customer and inform the Customer thereof. If the Customer so requests and Wieslab agrees thereto, Wieslab shall destroy the relevant sample at the Customer’s cost and risk. However, irrespective of any instruction to Wieslab to destroy a sample, Wieslab may always return a sample that is suspected of being hazardous to the Customer, at the Customer’s cost and risk, for proper disposal.
Provision of Services and delivery of Report
The performance of the Services results in one (or more) report, which includes the test results, (the “Report”), which is provided by Wieslab to the Customer. If several samples are submitted or several tests are to be performed on one sample, Wieslab reserves the right to provide partial Reports in respect of such samples/tests. Wieslab will make commercially reasonable efforts to provide the Services (and deliver the related Report(s) to the Customer) within the time period stated on www.wieslab.com or the relevant request form. However, unless otherwise agreed between the parties, the Customer acknowledges that such time periods are indicative only. Delivery of the Report is made by standard mail, unless otherwise agreed in writing. The recipient of the Report is responsible for keeping it confidential and if such recipient is another entity than the Customer (as directed by the Customer), the Customer shall be responsible for the recipient observing such confidentiality obligations. If Wieslab cannot provide the service requested by the Customer due to unforeseeable circumstances (including but not limited to business disruption, delay in kit/reagent delivery, shipment problems or strike), the obligation to provide Services hereunder shall cease and the Customer shall be informed by Wieslab. If needed, Wieslab may submit samples to approved subcontractors (referral laboratories), providing equivalent tests, to ensure fast results availability to customers. Wieslab is fully responsible for selecting and evaluating referral laboratories and consultants who provide opinions as well as monitoring of the quality of performance and ensuring reasonable turnaround times, measurement accuracy and correct interpretation of examination results.
Liability and limitation of liability
The Customer is obligated to verify whether the order has been fulfilled in accordance with its specifications and the Terms and Conditions within one (1) working day of receipt of the Report. Any complaint by the Customer regarding non-fulfilment or other complaints shall be made to Wieslab in writing without undue delay, however no later than 2 days after delivery of the Report. A complaint made does not, however, release the Customer from the obligation to pay for the services provided by Wieslab. In case of well-founded and timely complaints, Wieslab is obligated to, at its own discretion, either remedy the non-fulfilment (or other breach) without unreasonable delay or refund any sums previously paid in respect of the same. If, despite renewed service, Wieslab fails to remedy the non-fulfilment (or other breach), the Customer is entitled to cancel its order. Further claims for compensation or other indemnification against Wieslab from the Customer are excluded, unless Wieslab intentionally fails to perform or grossly negligently violates its contractual or legal obligations. Wieslab’s liability for any claim for loss or damage shall be limited to direct damages and losses and shall not exceed the fee paid or to be paid in connection with the services. Wieslab shall under no circumstances be liable for any indirect or consequential costs, damages or losses. Wieslab makes no warranties regarding the reliability, accuracy or completeness of the Services, the results contained in the Report or the results the Customer may obtain by using the results contained in the Report.
Fees and invoicing
The fees payable by the Customer for the Services shall be Wieslab’s then current fees applicable from time to time. Wieslab settles invoices directly with the respective company indicated on the request form. Request forms without invoicing details cannot be processed.
Payment terms are 30 days from date of invoice. Discounts are not given, unless agreed in writing. In case of delayed payment, Wieslab reserves the right to charge interest on any unpaid balance in accordance with the Swedish Interest Act. Irrespective of the above, Wieslab is entitled to set other payment terms and/or to ask for payment in advance, provided that Wieslab notifies the Customer thereof within two (2) working days of receipt of the Customer’s sample and corresponding request form.
Customer and patient data are handled confidentially by Wieslab according to GDPR requirements. However, within the scope of inspections, for example by accreditation agencies, it cannot be avoided that such data be made available to the inspectors. The inspectors themselves are, however also bound by confidentiality. Wieslab will also retain a copy of all test reports.
Processing of personal data
For the purpose of providing the Services, Wieslab may on the instructions and behalf of the Customer process personal data. Wieslab will process the data in the capacity of a data processor and with the Customer at all times remaining the data controller. The Customer has the full responsibility for all personal data in relation to the data subjects (patients) as well as in relation to authorities and shall comply with the obligations under applicable national, and, if and as applicable, EU, laws and regulations relating to privacy and data protection. Wieslab will take proper technical and organisational measures in accordance with Wieslab’s standard procedures for security, to protect the personal data that is processed on behalf of the Customer. Wieslab may sub-contract the processing of personal data on the Customer’s behalf to a third party or parties. Wieslab may retain patient samples for a period of up to [five (5)] years in order to be able to perform further analyses, if requested. Wieslab may furthermore retain patient samples for a period of up to [five (5)] years for the purpose of Svar Life Science AB/Wieslab’s future development of analysis methods and its business activities. Retention of samples is, however, dependent on whether the data subject (the patient) in question has given his or her consent to such processing as further set out in the relevant request form. Wieslab retains all rights, including, but not limited to, intellectual property rights, in such future developments.
Applicable law, place of jurisdiction
The contractual relationship between the Customer and Wieslab, including the Terms and Conditions, shall be governed by and construed in accordance with Swedish law without regard to its principles of conflict of laws. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Malmö, Sweden. The arbitration proceedings shall, if not otherwise agreed, be conducted in the Swedish language if the Customer is Swedish and otherwise in the English language. Notwithstanding the above, any action for collection of any payment obligation may be brought in any court with competent jurisdiction.
These Terms and Conditions are valid as of June 14th 2019.